Exhibit 10(n)
DEPOSIT RECEIPT AND REAL ESTATE PURCHASE CONTRACT
Phoenix, Arizona, February 20, 1995. Received from JACLS Holding
Company and/or Nominee ("Purchaser"), the sum of Twenty-five Thousand and
no/100 Dollars ($25,000.00) in the form of a check to be deposited in escrow
upon acceptance from Seller, as an earnest money deposit on account of the
purchase price of Three Hundred Sixty-five Thousand Four Hundred and no/100
Dollars ($365,400.00) for that certain property situated in the City of
Phoenix, County of Maricopa, State of Arizona, and described as follows (the
"Property"):
3345-3403 West Flower Street approximately 12,600 square feet
Westside Industrial Building 6
Parcel Numbers 108-03-069,070
TERMS OF SALE:
1. The deposit immediately deposited into escrow with the below-named Escrow
Holder. The remainder of the purchase price shall be paid as follows:
$25,000.00 Earnest Money Deposit
$340,400.00 Payable at Close of Escrow
$365,400.00 Total Sales Price
2. Upon mutual execution of this Contract, the parties shall execute
instructions to Lawyers Title of Arizona, Inc., Att: Karmo Stockstill
(the "Escrow Holder"), to consummate the purchase in accordance with the
terms and provisions hereof. The provisions hereof shall constitute
joint instructions to the Escrow Holder provided, however, that the
parties shall execute such additional instructions as they may agree upon
or as requested by the Escrow Holder not inconsistent with the provisions
hereof. Said escrow shall provide for a closing of on or before April
21, 1995. Escrow fees shall be shared by Seller and Purchaser on a 50/50
basis.
3. As soon as reasonably possible following opening of escrow, Seller shall
pay for and furnish to Purchaser a Preliminary Title Report on the
Property, together with full copies of all exceptions of record set forth
therein ("Exceptions"), including but not limited to covenants,
conditions, restrictions, reservations, easements, rights and rights of
way of record, assessments, liens and other matters of record. Purchaser
shall have ten (10) days after receipt of said Preliminary Title Report,
together with full copies of said Exceptions, within which to notify the
Seller and the Escrow Holder, in writing, of Purchaser's reasonable
disapproval of any Exceptions shown in said Title Report. Failure of
Purchaser reasonably to disapprove any Exception(s) within the
aforementioned time limit shall be deemed an approval of said Preliminary
Title Report* The Policy of Title Insurance shall be a standard coverage
policy amount of the total purchase price and shall be paid for by
Seller.
*See Addendum A, Paragraph 1
4. In the event that the foregoing contingency or any contingency to this
Contract has not been eliminated or satisfied within the time limits and
pursuant to the provisions herein, unless Purchaser elects to waive the
specific contingency by written notice to the Seller and to the Escrow
Holder, the Contract resulting from Seller's acceptance hereof shall be
deemed null and void, the deposit shall be returned to Purchaser and the
escrow shall be cancelled.
5. Seller warrants that Seller has not received nor is Seller aware of any
notification from any governmental authority having jurisdiction,
requiring any work to be done on the Property. Seller further warrants
that in the event any such notice or notices are received by Seller prior
to the close of escrow and Seller is unable to or does not elect to
perform the work required in said notice at Seller's sole cost and
expense on or before the close of escrow, said notices shall be submitted
to Purchaser for his examination and written approval. Should Purchaser
fail to approve said notice and thereby elect not to acquire the Property
subject to the effect of same, within five (5) days from the date Seller
submits said notice to Purchaser, then this Contract shall be cancelled
without further liability to either party, and all deposits returned to
Purchaser.
6. Property taxes, rentals, premiums on fire insurance acceptable to
Purchaser, interest on encumbrances, and operating or other expenses, if
any, shall be prorated as of the date of close of escrow, and Seller
shall pay the cost of any stamps to be attached to the deed or other
similar fees or taxes in accordance with the requirements of any lawful
authority. Any advance Tenant deposits or payments shall be prorated and
credited accordingly to Purchaser. As to assessments, the information
pertaining thereto shall be set forth in the aforementioned Preliminary
Title Report and, if approved, Purchaser, at Purchaser's option, may
either take title subject to the unpaid principal balance thereof with
this sum to be credited towards the total purchase price and to apply
towards the cash sum required to be paid through escrow or require Seller
to remove said lien for assessments at the time of closing.
7. Purchaser reserves the right to take title to the subject property in a
name or assignee other than shown above; provided, however, that such
right shall not relieve Purchaser of his liabilities hereunder as a
principal obligor.
8. Purchaser shall have 21 days from February 25, 1995 within which to
investigate the Property, its value, zoning, environmental and building
matters, its condition, including, but not limited to the presence of
asbestos, hazardous materials and underground storage tanks, and its
suitability for Purchaser's intended use. Seller hereby warrants that to
the best of its knowledge the premises described herein and the
improvements thereon do not violate the applicable building or zoning
regulations and that Seller is unaware of any material defect in the
Property or improvements thereon with the exception of the following, to
wit: None. (If none-so indicate.) If Purchaser gives written notice to
Seller by 5:00 P.M. of the final date of the above-referenced period, of
dissatisfaction with any of the referenced matters, and Seller and
Purchaser have not entered into a mutually agreeable resolution of the
matter by 5:00 seven days thereafter, this Contract shall be deemed
cancelled and Purchaser shall be entitled to return of deposit. If
Purchaser fails to give written notice of dissatisfaction by 5:00 P.M. of
the first-referenced period, then Purchaser's right to object to such
matters shall be deemed waived.
9. If there is any loss or damage to the Property between the date hereof
and the date of closing of escrow, by reason of fire, vandalism, flood,
earthquake or act of God, the risk of loss shall be on the Seller,
provided, however that if the cost of repairing such loss or damage would
exceed 10 percent of the purchase price, (a) Purchaser may elect to
cancel this Contract unless Seller agrees in writing to pay the cost of
repairing all such loss or damage, and (b) Seller may elect to cancel
this Agreement unless Purchaser agrees in writing either to accept the
Property without offset or additional consideration or to pay the cost of
repairing such loss or damage to the extent such cost would exceed 10
percent of the purchase price.
10. N/A
11. Any addendum or exhibit attached hereto and either signed or initialed by
the parties shall be deemed a part hereof.
12. Time is of the essence of this Contract.
13. The following shall apply in the event of default by either party under
this Contract:
(a) IF PURCHASER IS IN DEFAULT (check one):
_X__ Specific Performance/Damages
Seller may elect to treat this Contract as cancelled, in which case
all payments and things of value received hereunder shall be
forfeited and retained by Seller, and Seller may recover such damages
as may be proper, or Seller may elect to treat this Contract as being
in full force and effect and Seller shall have the right to specific
performance, or damages, or both.
___ Liquidated Damages
All payments and things of value received hereunder shall be
forfeited by Purchaser and retained by Seller and both parties shall
thereafter be released from all obligations hereunder. It is agreed
that such payments and things of value are LIQUIDATED DAMAGES and
(except as provided in subsection (c) are SELLER'S SOLE AND ONLY
REMEDY for Purchaser's failure to perform the obligations of this
Contract. Seller expressly waives the remedies of specific
performance and additional damages.
(b) IF SELLER IS IN DEFAULT:
Purchaser may elect to treat this Contract as cancelled in which case
all payments and things of value received hereunder shall be returned
and Purchaser may recover such damages as may be proper, or Purchaser
may elect to treat this Contract as being in full force and effect
and Purchaser shall have the right to specific performance or
damages, or both.
(c) COSTS AND EXPENSES:
Anything to the contrary herein notwithstanding, in the event of any
litigation or arbitration arising out of this Contract, the
prevailing party shall be awarded all reasonable costs and expenses,
including attorneys' fees and expert witness fees.
14. Agency Disclosure
Seller and Purchaser each warrant that they have dealt with no other real
estate brokers in connection with this transaction except: Lee &
Associates Arizona, who represents___________________________, and
_______________________, who represents_____________________________.
Lee & Associates Arizona represents both Seller and Purchaser, Seller and
Purchaser hereby confirm that they were timely advised of the dual
representation and that they consent to the same, and that they do not
expect said broker to disclose to either of them the confidential
information of the other party.
15. Seller agrees to pay Broker a real estate brokerage commission for
services rendered in effecting this sale, in the amount called for in
Seller's contract with Broker for the sale of the Property, if any, and
otherwise in the amount of 6% of the accepted sales price. This
commission is earned as of____________. Sale proceeds sufficient to pay
the commission are hereby assigned to Broker, and Escrow Holder is hereby
instructed to pay said commission to Broker out of Seller's proceeds at
the close of escrow. This instruction shall not be withdrawn or modified
without Broker's written consent. Nothing contained herein shall negate
any additional rights Broker may have under any other contract between
Seller and Broker for the sale of the Property.
16. In the event that Broker deems it necessary to file an interpleader
action in court to resolve a dispute over the earnest money deposit
referenced herein, Purchaser and Seller authorize Broker to draw from the
earnest money deposit an amount necessary to advance the legal fees and
costs of bringing the interpleader action. The amount of deposit
remaining after advancing those costs shall be interpleaded into court in
accordance with state law. Purchaser and Seller further agree that the
defaulting party shall pay any further court costs and reasonable
attorney's fees incurred by Broker in bringing or being involved in such
action.
17. The Foreign Investment in Real Property Tax Action ("FIRPTA"), IRC 1445,
requires that every purchaser of U.S. real property must, unless an
exemption applies, deduct and withhold from Seller's proceeds ten percent
(10%) of the gross sales price. The primary exemptions which might be
applicable are: (a) seller provides purchaser with an affidavit under
penalty of perjury, that seller is not a "foreign person", as defined in
FIRPTA, or (b) seller provides purchaser with a "qualifying statement",
as defined in FIRPTA, issued by the Internal Revenue Service. Seller and
Purchaser agree to execute and deliver as appropriate, any instrument,
affidavit and statement, and to perform any acts reasonably necessary to
carry out the provisions of FIRPTA and regulations promulgated
thereunder.
18. In the event that this offer is not accepted by Seller on or before 5
o'clock p.m., March 1, 1995, this offer shall become null and void, and
the deposit made herewith shall be returned to Purchaser. Purchaser
hereby agrees to purchase the above-described property for the price and
upon the terms and conditions herein expressed. All tenders and notices
required hereunder shall be made and given to either of the parties
hereto at their respective addresses herein set forth. Purchaser hereby
acknowledges receipt of a copy of this Contract.
19. The parties hereto agree to comply with all applicable federal, state and
local laws, regulations, codes, ordinances and administrative orders
having jurisdiction over the parties, property or the subject matter of
this Agreement, including, but not limited to, the 1964 Civil Rights Act
and all amendments thereto, the Foreign Investment in Real Property Tax
Act, the Comprehensive Environmental Response Compensation and Liability
Act, and The Americans With Disabilities Act.
Date: 2/22/95
Accepted: Purchaser: J A C L SHolding Company
Lee & Associated Arizona
Commercial Real Estate Services
Company a(n)
By: John E. Sarna
By: Title: President
By:
Title:
Address: 3422 West Wilshire
Drive
Phoenix, AZ 85009-1457
The undersigned Seller hereby accept this Contract and agrees to sell the
Property to Purchaser for the price and on the terms and conditions set forth
herein. Seller hereby acknowledges receipt of a copy of this Contract.
Date:
Seller: Connecticut General Equity
Properties I Limited Partnership
CIGNA Investments, Inc.
a(n)
By: John G. Eisele
Title: Managing Director
By:
Title:
Address: 900 Cottage Grove Road
Bloomfield, CT 06002
ADDENDUM A
1. Conveyance of Property The property shall be conveyed to Purchaser at
the Closing, with no exception shown on the title policy except as
approved by Purchaser. However, delivery of a title insurance policy
fully acceptable to Purchaser shall be only a condition of Closing and
shall not be a covenant of Seller. Seller shall be under no obligation
to clear any encumbrances from the title (except for monetary liens other
than liens for current taxes not yet due) or to create any encumbrance
on, or for the benefit of, the Property. If Seller does not deliver
title in a form fully acceptable to Purchaser, then Purchaser's sole and
exclusive remedy shall be to terminate the Purchase Agreement and have
the Deposit returned. If Purchaser chooses not to terminate the Purchase
Agreement, then Purchaser shall accept such title as Seller delivers
without deduction of the Purchase Price.
2. Expenses Each party shall bear its own legal expenses in connection with
this transaction. Seller shall pay all standard coverage title insurance
costs, and the costs for a property survey. Buyer shall pay for an
appraisal, additional environmental reports, if required, and the cost
for having an easement prepared along the west end of the property, which
shall be prepared by Seller's counsel.
3. Physical Condition of the Property Purchaser will acquire the Property
"as is", with no repairs or improvements required of Seller.
4. Seller Contingency This Purchase Contract is contingent upon Seller's
Investment Committee approval. Such approval shall be in writing and
furnished to Escrow Agent within fifteen (15) days after the Purchaser
has waived all their contingencies stated herein in writing to Seller.
If Seller's Investment Committee does not approve of this transaction
within the fifteen (15) day period then Seller shall reimburse Purchaser
for the actual costs of the easement preparation and this purchase
contract will become null and void.
5. Buyer Contingency This Purchase Contract is contingent upon Buyer
obtaining suitable and acceptable financing for the subject property.
There must be lender and Buyer approval of the environmental condition
and property appraisal for financing to be provided. If Buyer is unable
to obtain said financing prior to Close of Escrow, then this Contract
will become null and void and all earnest money deposits will be returned
to Buyer and shall reimburse Seller for the cost of the survey and
preparation of the easement.
Initials