COMMERCIAL CONTRACT - IMPROVED PROPERTY
USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF
REALTORS IS NOT AUTHORIZED.
Texas Association of REALTORSr, Inc. 2002
1. PARTIES: Seller agrees to sell and convey to Buyer the Property described
in Paragraph 2. Buyer agrees
to buy the Property from Seller for the sales price stated in Paragraph 3.
The parties to this contract are:
Seller: AEI Real Estate Fund XVI Limited Partnership, AEI Real Estate
Fund XVII Limited Partnership, AEI Net Lease Income & Growth Fund XIX
Limited Part., AEI Income & Growth Fund XXII Ltd. Partr
Address: 1300 Wells Fargo Place, 30 E. 7th Street, St. Paul, MN 55101
Phone: 800-234-1031 Fax: 651-227-7705
Buyer: Dan Quinlan and /or Assigns
Address: 4295 San Felipe, Suite 316, Houston, TX 77027
Phone: 713-622-8155 Fax: 713-622-4540
2. PROPERTY:
A."Property" means that real property situated in Travis County, Texas
at 11617 Research Boulevard Austin TX 78759 (address)
and that is legally described on the attached Exhibit A or as
follows:
B. Seller will sell and convey the Property together with:
(1) all buildings, improvements, and fixtures;
(2) all rights, privileges, and appurtenances pertaining to the Property,
including Seller's right, title, and interest in any minerals,
utilities, adjacent streets, alleys, strips, gores, and rights-of-way;
(Describe any exceptions, reservations, or restrictions in
Paragraph 11 or an addendum.) (If the Property is a
condominium, attach condominium addendum.)
3. SALES PRICE: At or before closing, Buyer will pay the following sales
price for the Property:
A. Cash portion payable by Buyer at closing $ 1,900,000
B. Sum of all financing described in Paragraph 4 $
C. Sales price (sum of 3A and 3B) $ 1,900,000
Initialed for Identification by Buyer /s/ DQ Seller /s/ RPJ
Commercial Contract - Improved Property concerning 11617 Research Boulevard,
Austin, TX 78759
5. EARNEST MONEY:
A. Not later than 3 days after the effective date, Buyer must deposit $
50,000 as earnest money
with Fidelity National
(title company and escrow agent) at
(title company's address). Buyer will deposit additional earnest money
of $ 1,000.
on or before: [ ] (i) the th day after Buyer's right to terminate und
er Paragraph 7B(3) expires; or
[x] (ii) anytime after feasibility expires. The title company is the
escrow agent under this contract.
B. If Buyer fails to timely deposit the earnest money, Seller may
terminate this contract by providing written notice to Buyer before
Buyer deposits the earnest money and may exercise Seller's remedies
under Paragraph 15.
C. Buyer may instruct the escrow agent to deposit the earnest money in an
interest-bearing account at a federally insured financial institution
and to credit any interest to Buyer.
6. TITLE POLICY, SURVEY, AND UCC
SEARCH: A. Title Policy:
(1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy
of Title Insurance (the title policy) issued by the title company in
the amount of the sales price, dated at or after closing, insuring
Buyer against loss under the title policy, subject only to:
(a) those title exceptions permitted by this contract or as may be
approved by Buyer in writing; and
(b) the standard printed exceptions contained in the promulgated form
of title policy unless this contract provides otherwise.
(2) The sandard printed exception as to discrepancies, conflicts, or
shortages in area and boundary lines, or any encroachments or
protrusions, or any overlapping improvements:
[ ](a) will not be amended or deleted from the title policy.
[ ](b) will be amended to read "shortages in areas" at
the expense of [x] Buyer [ ] Seller.
(3) Buyer may object to any restrictive covenants on the Property
within the time required under Paragraph 6D.
(4) Within 14 days after the effective date, Seller will furnish Buyer
a commitment for title insurance
(the commitment) including legible copies of recorded documents
evidencing title exceptions. Seller authorizes the title company to
deliver the commitment and related documents to Buyer at Buyer's
address.
Initialed for Identification by Buyer /s/ DQ Seller /s/ RPJ
Commercial Contract - Improved Property concerning 11617 Research Boulevard,
Austin, TX 78759
B. Survey:
(1) Within 21 days after the effective date:
[ ] (a) Buyer will obtain a survey of the Property at Buyer's expense
and deliver a copy of the survey to Seller.
[ ] (b) Seller, at Seller's expense, will furnish Buyer a survey of
the Property dated after the effective date.
[x] (c) Seller will deliver a true and correct copy of Seller's
existing survey of the Property dated
. Seller, at Seller's expense:
[ ] (i) will have the existing survey recertified on a date not
earlier than
[x] (ii) will not have the existing survey recertified. Seller [ ]
will [ ] will not deliver to the title company an affidavit required
by the title company for approval of the survey that states that Seller
knows of no changes or alterations to the Property as depicted on the
survey.
(2) The survey required under Paragraph 6B(1) must be made by a
Registered Professional Land Surveyor acceptable to the title
company. The survey must:
(a) identify the Property by metes and bounds or platted lot
description;
(b) show that the survey was made and staked on the ground with
corners permanently marked;
(c) set forth the dimensions and total area of the Property;
(d) show the location of all improvements, highways, streets, roads,
railroads, rivers, creeks or other waterways, fences, easements,
and rights- of-way on the Property with all easements and
rights-of-way referenced to their recording information;
(e) show any discrepancies or conflicts in boundaries, any visible
encroachments, and any portion of the Property lying in a special
flood hazard area (an "A" or "V zone as shown on the current
Federal Emergency Management Agency (FEMA) flood insurance rate
map); and
(f) contain the surveyor's certificate that the survey is true and
correct.
C. UCC Search:
[ ] (1) Withindays after the effective date, Seller, at Seller's
expense, will furnish Buyer a Uniform Commercial Code (UCC) search
prepared by a reporting service and dated after the effective date. The
search must identify documents that are on file with the Texas Secretary
of State and the county where the Property is located that relate to all
personal property on the Property and show, as debtor, Seller and all
other owners of the personal property in the last 5 years.
[x] (2) Buyer does not require Seller to furnish a UCC search.
D. Buyer's Objections to the Commitment, Survey, and UCC Search:
(1) Within 14 days after Buyer receives the commitment, copies of the
documents evidencing title exceptions, any required survey, and any
required UCC search, Buyer may object to matters disclosed in the
items if:
(a) the matters disclosed constitute a defect or encumbrance to title to
the real or personal property described in Paragraph 2 other than
those permitted by this contract or liens that Seller will satisfy
at closing or Buyer will assume at closing; or
(b) the items show that any part of the Property lies in a special flood
hazard area (an "A" or "V" zone as defined by FEMA);
Initialed for Identification by Buyer /s/ DQ Seller /s/ RPJ
Commercial Contract - Improved Property concerning 11617 Research
Boulevard, Austin, TX 78759
(2) Seller may, but is not obligated to, cure Buyer's timely objections
within 20 days after Seller receives the objections. The closing date
will be extended as necessary to cure the objections. If Seller fails
to cure the objections by the time required, Buyer may terminate this
contract by providing written notice to Seller within 5 days after the
time by which Seller must cure the objections. If Buyer terminates,
the earnest money, less any independent consideration under Paragraph
7B(3)(a), will be refunded to Buyer.
(3) Buyer's failure to timely object or terminate under this Paragraph
6D is a waiver of Buyer's right to object except that Buyer will not
waive the requirements in Schedule C of the commitment.
7. PROPERTY CONDITION:
[x] A. Present Condition: (Check (1) or (2) only.)
[x] (1) Buyer accepts the Property in its present "as-is" condition.
[ ] (2) Buyer accepts the Property in its present condition except that
Seller, at Seller's expense, will complete the following before closing:
[x] B. Feasibility:
(1) Delivery of Property Information: Within 14 days after the
effective date, Seller will deliver to
Buyer the following items to the extent that the items are in
Seller's possession or are readily available to Seller. Any item not
delivered is deemed not to be in Seller's possession or readily
available to Seller. The items Seller will deliver are:
(l) a copy of Seller's income and expense statement for the Property
from none
to none
(m)\copies of all previous environmental assessments, studies, or
analyses made on or relating to the Property;
(n) real and personal property tax statements for the Property for the
previous 2 calendar years; and
(o)
Initialed for Identification by Buyer /s/ DQ Seller /s/ RPJ
Commercial Contract - Improved Property concerning
(2) Inspections, Studies, or Assessments:
(a) Within 60 days after the effective date, Buyer, at Buyer's
expense, may complete or cause
to be completed inspections, studies, or assessments of the
Property, including all improvements and fixtures. Inspections,
studies, or assessments may include, but are not limited to:
(i) physical property inspections (for example, structural pest
control, mechanical, structural, electrical, and plumbing
inspections);
(ii) economic feasibility studies;
(iii) environmental assessments (for example, soil tests, air
sampling, and paint sampling);
(iv) engineering studies; and
(v) compliance inspections (for example, compliance determination
with zoning ordinances, restrictions, building codes, and
statutes).
(b) Seller, at Seller's expense, will turn on all utilities
necessary for Buyer to make inspections, studies, or assessments.
(c) Buyer must:
(i) employ only trained and qualified inspectors and assessors;
(ii) notify Seller, in advance, of when the inspectors or assessors
will be on the Property;
(iii) abide by any reasonable entry rules or requirements that
Seller may require;
(iv) not interfere with existing operations or occupants of the
Property; and
(v) restore the Property to its original condition if altered due to
inspections, studies, or assessments that Buyer completes or
causes to be completed.
(d) Except for those matters that arise from the negligence of
Seller or Seller's agents, Buyer is responsible for any claim,
liability, encumbrance, cause of action, and expense resulting
from Buyer's inspections, studies, or assessments, including any
property damage or personal injury. Buyer will indemnify, hold
harmless, and defend Seller and Seller's agents against any claim
involving a matter for which Buyer is responsible under this
paragraph. This paragraph survives termination of this contract.
(3) FEASIBILITY PERIOD AND RIGHT TO TERMINATE: Buyer may terminate this
contract for any reason within 60 days after the effective date by
providing Seller with written notice of termination. If Buyer does
not terminate within the time required, Buyer accepts the Property
in its PRESENT "AS IS" CONDITION with any repairs Seller is
obligated to complete under this contract. (Check only one
box.)
[ ] (a) If Buyer terminates under this Paragraph 7B(3), the earnest money
will be refunded to Buyer less $that Seller will retain as independent co
nsideration for Buyer's right to terminate. Buyer has tendered the
independent consideration to Seller upon payment of the full amount
specified in Paragraph 5 to the escrow agent. The independent
consideration is to be credited to the sales price only upon closing of
the sale.
[x] (b) Buyer has paid Seller $1000 as independent consideration for Buy
er's right to terminate by tendering such amount directly to Seller or
Seller's agent. If Buyer terminates under this Paragraph 7B(3), the
earnest money will be refunded to Buyer and Seller will retain the
independent consideration. The independent consideration [x] will [ ]
will not be credited to the sales price upon closing of the sale.
Initialed for Identification by Buyer /s/ DQ Seller /s/ RPJ
Commercial Contract - Improved Property concerning 11617 Research Boulevard,
Austin, TX 78759
(4) RETURN OF PROPERTY INFORMATION: If this contract terminates for any
reason, Buyer will, not later than 10 days after the termination date:
(i) return to Seller all those items described in Paragraph 7B(1) that
Seller delivered to Buyer and all copies that Buyer made of those
items; and (ii) deliver copies of all inspection and assessment reports
(excluding economic feasibility studies) related to the Property that
Buyer completed or caused to be completed. This Paragraph 7B(4)
survives termination of this contract.
(5)CONTRACTS AFFECTING OPERATIONS: After Buyer's right to terminate under
Paragraph 7B(3) expires, Seller may not enter into, amend, or terminate
any other contract that affects the operations of the Property without
Buyer's prior written approval.
8. BROKERS:
D. The brokers to this sale are:
Dan Quinlan 0230264 Hugh Ruggies 0143211
Cooperating Broker License No. Principal Broker License No.
4295 San Felipe, Suite 316 2500 Tanglewilde 305
Houston TX 77027 Houston, TX 77063
Address Address
713-622-8155 713-974-2288 713-974-6503
Phone Fax Phone Fax
Cooperating Broker Principal Broker: (Check only one
represents buyer. box)
[x] represents Seller only.
[ ] represents Buyer only.
[ ] is an intermediary between
B. Fees: (Check only one box.) Seller and Buyer.
[ ] (1) Seller will pay Principal Broker the fee specified by separate
written commission agreement between Principal Broker and Seller.
Principal Broker will pay Cooperating Broker the fee specified in the
Agreement Between Brokers found below the parties' signatures to this
contract.
[x] (2) At the closing of this sale, Seller will pay:
Cooperating Broker a total cash fee of: Principal Broker a total
cash fee of:
[x] 2 1/2% of the sales price. [ ] 2 1/2% of the sales price.
[ ]. %
The cash fees will be paid in Travis County, Texas. Seller
authorizes escrow agent to pay the brokers from the Seller's
proceeds at closing.
NOTICE: Chapter 62, Texas Property Code, authorizes a broker to
secure an earned commission with a lien against the Property.
C. The parties may not amend this Paragraph 8 without the written consent
of the brokers affected by the amendment.
9. CLOSING: ** has in writing waived or satisfied all of buyer's condition
to closing
A. The closing of the sale will be on or before November 23, 2006 but no
sooner than November 1, 2006. The closing may take place prior to
November 23, 2006 buy mutual agreement of the parties provided buyer** or
within 7 days after objections to title have been cured, whichever date
is later (the closing date). If either party fails to close by the
closing date, the non-defaulting party may exercise the remedies in
Paragraph 15.
Initialed for Identification by Buyer /s/ DQ Seller /s/ RPJ
Commercial Contract - Improved Property concerning 11617 Research Boulevard,
Austin, TX 78759
B. At closing, Seller will execute and deliver, at Seller's expense, a [
] general [x] special warranty deed. The deed must include a vendor's
lien if any part of the sales price is financed. The deed must convey
good and indefeasible title to the Property and show no exceptions
other than those permitted under Paragraph 6 or other provisions of
this contract. Seller must convey the Property at closing:
(1) with no liens, assessments, or Uniform Commercial Code or other
security interests against the Property which will not be satisfied
out of the sales price unless securing loans Buyer assumes;
(2) without any assumed loans in default; and
(3) with no persons in possession of any part of the Property as lessees,
tenants at sufferance, or trespassers except tenants under the written
leases assigned to Buyer under this contract.
C. At closing, Seller, at Seller's expense, will also deliver: 1. The
most recent tax statements on the property
(6) evidence that the person executing this contract is legally
capable and authorized to bind Seller; and
(7) any notices, statements, certificates, affidavits, releases, and
other documents required by this contract, the commitment, or law
necessary for the closing of the sale and the issuance of the title
policy, all of which must be completed and executed by Seller as
necessary.
D. At closing, Buyer will:
(1) pay the sales price in good funds acceptable to the escrow agent;
(2) deliver evidence that the person executing this contract is legally
capable and authorized to bind Buyer;
(3) execute and deliver any notices, statements, certificates, or other
documents required by this contract or law necessary to close the sale.
E. Unless the parties agree otherwise, the closing documents will be as
found in the basic forms in the current edition of the State Bar of
Texas Real Estate Forms Manual without any additional clauses.
10. POSSESSION: Seller will deliver possession of the Property to Buyer
upon closing and funding of this sale in its present condition with any
repairs Seller is obligated to complete under this contract, ordinary wear
and tear excepted. Until closing, Seller will operate the Property in the
same manner as on the effective date and will not transfer or dispose of any
of the personal property described in Paragraph 2B or sold under this
contract. Any possession by Buyer before closing or by Seller after closing
that is not authorized by a separate written lease agreement is a landlord-
tenant at sufferance relationship between the parties.
11. SPECIAL PROVISIONS: (Identify exhibit if special provisions are
contained in an attachment.)
1. Seller waives all rights and interest in Section 2B 3-7
Initialed for Identification by Buyer /s/ DQ Seller /s/ RPJ
Commercial Contract - Improved Property concerning 11617 Research Boulevard,
Austin TX 78759
12. SALES EXPENSES:
A. SELLER'S EXPENSES: Seller will pay for the following at or before
closing:
(1) releases of existing liens, other than those liens assumed by Buyer,
including prepayment penalties and recording fees;
(3) tax statements or certificates;
(4) preparation of the deed and any bill of sale;
(5) one-half of any escrow fee;
(6) costs to record any documents to cure title objections that Seller
must cure; and
(6) other expenses that Seller will pay under other provisions of this
contract.
B. BUYER'S EXPENSES: Buyer will pay for the following at or before
closing:
(1) all loan expenses (for example, application fees, origination fees,
discount fees, buy-down fees, commitment fees, appraisal fees,
assumption fees, recording fees, tax service fees, mortgagee title
policy expenses, credit report fees, document preparation fees,
interest expense that Buyer's lender requires Buyer to pay at closing,
loan related inspection fees, amortization schedule fees, courier
fees, underwriting fees, wire transfer fees, and other fees required
by Buyer's lender);
(2) preparation fees of any deed of trust;
(3) recording fees for the deed and any deed of trust;
(4) premiums for flood and hazard insurance as may be required by Buyer's
lender;
(5) one-half of any escrow fee;
(6) copy and delivery fees for delivery of the title commitment and related
documents; and
(7) other expenses that Buyer will pay under other provisions of this
contract.
(8)
13. PRORATIONS, ROLLBACK TAXES, ESTOPPEL CERTIFICATES, RENT, AND
DEPOSITS: A. Prorations:
(1)Interest on any assumed loan ad valorem, taxes, rents, and any expense
reimbursements from tenants will be prorated through the closing date.
(2) If the amount of ad valorem through the closing date for the year in
which the sale closes is not available on the closing date, taxes will
be prorated on the basis of taxes assessed in the previous year. If the
taxes for the year in which the sale closes vary from the amount
prorated at closing, the parties will adjust the prorations when the
tax statements for the year in which the sale closes become available.
This Paragraph 13A(2) survives closing.
(3) If Buyer assumes a loan or is taking the Property subject to an
existing lien, Seller will transfer all reserve deposits held by the
lender for the payment of taxes, insurance premiums, and other charges
to Buyer at closing and Buyer will reimburse such amounts to Seller by
an appropriate adjustment at closing.
Initialed for Identification by Buyer /s/ DQ Seller /s/ RPJ
Commercial Contract - Improved Property concerning 11617 Research Boulevard,
Austin TX 78759
B. ROLLBACK TAXES: If Seller changes the use of the Property before
closing or if a denial of a special valuation on the Property claimed
by Seller results in the assessment of additional taxes, penalties, or
interest (assessments) for periods before closing, the assessments will
be the obligation of Seller. If this sale or Buyer's use of the
Property after closing results in additional assessments for periods
before closing, the assessments will be the obligation of Buyer. This
Paragraph 13B survives closing.
C. ESTOPPEL CERTIFICATES:
14. CASUALTY LOSS AND CONDEMNATION:
A. If any part of the Property is damaged or destroyed by fire or other
casualty after the effective date, Seller must restore the Property to
its previous condition as soon as reasonably possible and not later
than the closing date. If, without fault, Seller is unable to do so,
Buyer may:
(1) terminate this contract and the earnest money, less any independent
consideration under Paragraph 7B(3)(a), will be refunded to Buyer;
(2) extend the time for performance up to 15 days and the closing date
will be extended as necessary; or
(3) accept at closing: (i) the Property in its damaged condition; (ii) an
assignment of any insurance proceeds Seller is entitled to receive along
with the insurer's consent to the assignment; and (iii) a credit to the
sales price in the amount of any unpaid deductible under the policy for
the loss.
B. If before closing, condemnation proceedings are commenced against any
part of the Property, Buyer may:
(1) terminate this contract by providing written notice to Seller within
15 days after Buyer is advised of the condemnation proceedings and the
earnest money, less any independent consideration under Paragraph 7B(3)
(a), will be refunded to Buyer; or
(2) appear and defend the condemnation proceedings and any award will,
at Buyer's election, belong to:
(a) Seller and the sales price will be reduced by the same amount; or
(b) Buyer and the sales price will not be reduced.
Initialed for Identification by Buyer /s/ DQ Seller /s/ RPJ
Commercial Contract - Improved Property concerning 11617 Research Boulevard,
Austin, TX 78759
15. DEFAULT:
A. If Buyer fails to comply with this contract, Buyer is in default and
Seller may:
(1) terminate this contract and receive the earnest money as liquidated
damages, thereby releasing the parties from this contract; as its sole
and exclusive remedy.
B. If, without fault, Seller is unable within the time allowed to deliver
the estoppel certificates or the commitment, Buyer may:
(1) terminate this contract and receive the earnest money, less any
independent consideration under Paragraph 7B(3)(a), as the sole
remedy; or
(2) extend the time for performance up to 15 days and the closing will be
extended as necessary.
C. Except as provided in Paragraph 15B, if Seller fails to comply with
this contract, Seller is in default and Buyer may:
(1) terminate this contract and receive the earnest money, less any
independent consideration under Paragraph 7B(3)(a), as liquidated
damages, thereby releasing the parties from this contract; or
(2) enforce specific performance, or seek such other relief as may be
provided by law, or both.
16. ATTORNEY'S FEES: If Buyer, Seller, any broker, or any escrow agent is a
prevailing party in any legal proceeding brought under or with relation
to this contract or this transaction, such party is entitled to recover
from the non-prevailing parties all costs of such proceeding and
reasonable attorney's fees. This Paragraph 16 survives termination of
this contract.
17. ESCROW:
A. At closing, the earnest money will be applied first to any cash down
payment, then to Buyer's closing costs, and any excess will be refunded
to Buyer.
B. If both parties make written demand for the earnest money, escrow agent
may require payment of unpaid expenses incurred on behalf of the parties
and a written release of liability of escrow agent from all parties.
C. If one party makes written demand for the earnest money, escrow agent
will give notice of the demand by providing to the other party a copy of the
demand. If escrow agent does not receive written objection to the demand
from the other party within 30 days after the date escrow agent sent the
demand to the other party, escrow agent may disburse the earnest money to
the party making demand, reduced by the amount of unpaid expenses incurred
on behalf of the party receiving the earnest money and escrow agent may pay
the same to the creditors.
D. Escrow agent will deduct any independent consideration under Paragraph
7B(3)(a) before disbursing any earnest money to Buyer and will pay the
independent consideration to Seller.
E. If escrow agent complies with this Paragraph 17, each party hereby
releases escrow agent from all claims related to the disbursal of the
earnest money.
F. Notices under this Paragraph 17 must be sent by certified mail, return
receipt requested. Notices to escrow agent are effective upon receipt by
escrow agent.
18. MATERIAL FACTS:
A. To the best of Seller's knowledge and belief: (Check (1) or (2) only.)
Initialed for Identification by Buyer /s/ DQ Seller /s/ RPJ
Commercial Contract - Improved Property concerning 11617 Research Boulevard,
Austin TX 78759
[ ] (1) Seller is not aware of any material defects to the Property
except as stated in the attached Property Condition Statement.
[x] (2) Seller is not aware of any of the following, except as described
otherwise in this contract:
(a) any subsurface: structures, pits, waste, springs, or improvements;
(b) any pending or threatened litigation, condemnation, or assessment
affecting the Property;
(c) any environmental hazards or conditions that affect the Property;
(d) whether the Property is or has been used for the storage or
disposal of hazardous materials or toxic waste, a dump site or
landfill, or any underground tanks or containers;
(e) whether radon, asbestos insulation or fireproofing,
urea-formaldehyde foam insulation, lead-based paint, toxic mold (to
the extent that it adversely affects the health of ordinary occupants),
or other pollutants or contaminants of any nature now exist or ever
existed on the Property;
(f) whether wetlands, as defined by federal or state law or
regulation, are on the Property;
(g) whether threatened or endangered species or their habitat are
on the Property; and
(h) any material physical defects in the improvements on the Property.
(Describe any exceptions to (a)-(g) in Paragraph 11 or an addendum.)
B. Each written lease Seller is to furnish to Buyer under this contract
must be in full force and effect according to its terms without
amendment or modification that is not disclosed to Buyer in writing.
Seller must disclose, in writing, to Buyer if any of the following
exist at the time Seller provides the leases to the Buyer or
subsequently occur before closing:
(1) any modifications, amendments, or default by landlord or tenant
under the leases;
(2) any failure by Seller to comply with Seller's obligations under the
leases;
(3) any circumstances under any lease that entitle the tenant to
terminate the lease or seek any offsets or damages;
(4) any non-occupancy of the leased premises by a tenant;
(5) any advance sums paid by a tenant under any lease;
(6) any concessions, bonuses, free rents, rebates, brokerage commissions,
or other matters that affect any lease; and
(7) any amounts payable under the leases that have been assigned or
encumbered, except as security for loan(s) assumed or taken subject
to under this contract.
19. NOTICES: All notices between the parties under this contract must be in
writing and are effective when hand-delivered, mailed by certified mail
return receipt requested, or sent by facsimile transmission to the parties
addresses or facsimile numbers stated in Paragraph 1. The parties will send
copies of any notices to the broker representing the party to whom the
notices are sent.
20. FEDERAL TAX REQUIREMENT: If Seller is a "foreign person" as defined by
applicable law, or if Seller fails to deliver at closing an affidavit that
Seller is not a foreign person, then Buyer will withhold from the sales
proceeds at closing an amount sufficient to comply with applicable tax law
and deliver the amount withheld to the Internal Revenue Service (IRS),
together with appropriate tax forms. IRS regulations require filing written
reports if currency in excess of specified amounts is received in the
transaction.
21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an
effort to resolve any dispute related to this contract that may arise. If
the dispute cannot be resolved by negotiation, the parties will submit the
dispute to mediation before resorting to arbitration or litigation and will
equally share the costs of a mutually acceptable mediator. This paragraph
survives termination of this contract. This paragraph does not preclude a
party from seeking equitable relief from a court of competent jurisdiction.
22. AGREEMENT OF THE PARTIES:
A. This contract is binding on the parties, their heirs, executors,
representatives, successors, and permitted assigns.
Initialed for Identification by Buyer /s/ DQ Seller /s/ RPJ
Commercial Contract - Improved Property concerning 11617 Research Boulevard,
Austin, TX 78759
B. This contract is to be construed in accordance with the laws of the
State of Texas.
C. This contract contains the entire agreement of the parties and may not
be changed except in writing.
D. If this contract is executed in a number of identical counterparts,
each counterpart is an original and all counterparts, collectively,
constitute one agreement.
E. Buyer [x] may [ ] may not assign this contract.
F. Addenda which are part of this contract are: (Check all that apply.)
[ ] (1) Property Description Exhibit identified in Paragraph 2;
[ ] (2) Condominium Addendum;
[ ] (3) Financing Addendum;
[ ] (4) Commercial Property Condition Statement;
[ ] (5) Addendum for Seller's Disclosure of Information on Lead-Based
Paint and Lead-Based Paint Hazards;
[ ] (6) Notice to Purchaser of Real Property in a Water District (MUD);
[ ] (7) Addendum for Coastal Area Property;
[ ] (8) Addendum for Property Located Seaward of the Gulf Intracoastal
Waterway; and
[ ] (9)
(Note: Counsel for the Texas Association of REALTORSr (TAR) has
determined that any of the foregoing addendum which are promulgated by
the Texas Real Estate Commission (TREC) or published by TAR are
appropriate for use with this form.)
23. TIME: Time is of the essence in this contract. The parties require
strict compliance with the times for performance. If the last day to
perform under a provision of this contract falls on a Saturday, Sunday,
or legal holiday, the time for performance is extended until the end of
the next day which is not a Saturday, Sunday, or legal holiday.
24. EFFECTIVE DATE: The effective date of this contract for the purpose of
performance of all obligations is the date the escrow agent receipts this
contract after all parties execute this contract.
25. ADDITIONAL NOTICES:
A. Buyer should have an abstract covering the Property examined by an
attorney of Buyer's selection, or Buyer should be furnished with or
obtain a title policy.
B. If the Property is situated in a utility or other statutorily created
district providing water, sewer, drainage, or flood control facilities
and services, Chapter 49, Texas Water Code, requires Seller to deliver
and Buyer to sign the statutory notice relating to the tax rate, bonded
indebtedness, or standby fees of the district before final execution of
this contract.
C. If the Property adjoins or shares a common boundary with the tidally
influenced submerged lands of the state, 33.135, Texas Natural Resources
Code, requires a notice regarding coastal area property to be included as
part of this contract.
D. If the Property is located seaward of the Gulf Intracoastal Waterway,
61.025, Texas Natural Resources Code, requires a notice regarding the
seaward location of the Property to be included as part of this contract.
Initialed for Identification by Buyer /s/ DQ Seller /s/ RPJ
Commercial Contract - Improved Property concerning 11617 Research Boulevard,
Austin, TX 78759
E. If the Property is located outside the limits of a municipality, the
Property may now or later be included in the extra-territorial jurisdiction
(ETJ) of a municipality and may now or later be subject to annexation by
the municipality. Each municipality maintains a map that depicts its
boundaries and ETJ. To determine if the Property is located within a
municipality's ETJ, Buyer should contact all municipalities located
in the general proximity of the Property for further information.
F.If apartments or other residential units are on the Property and the
units were built before 1978, federal law requires a lead-based paint and
hazard disclosure statement to be made part of this contract.
G. Brokers are not qualified to perform property inspections, surveys,
engineering studies, environmental assessments, or inspections to
determine compliance with zoning, governmental regulations, or laws.
Buyer should seek experts to perform such services. Selection of
experts, inspectors, and repairmen is the responsibility of Buyer
and not the brokers.
26. CONTRACT AS OFFER:The execution of this contract by the first party con
stitutes an offer to buy or sell the Property. Unless the other party
accepts the offer by 5:00 p.m., in the time zone in which the
Property is located, on September 25, 2006 the offer will lapse and
become null and void.
READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation
or recommendation as to the legal sufficiency, legal effect, or tax
consequences of this document or transaction. CONSULT your attorney BEFORE
signing.
Buyer's Seller's
Attorney is Frank Markantonis Attorney is Michael Daugherty
713-863-611 612-720-0777
AEI Real Estate Fund XV Limited Partnership
By:AEI Fund management 86-A, Inc
corporate General Parnter
Buyer: /S/ Dan Quinlan Seller:/s/ Robert P Johnson
By: By:
Printed Name: Dan Quinlan Printed Name: Robert P Johnson
Title: Trustee Title: President
AEI Net Lease Income & Growth Fund XIX AEI Real Estate Fund XVII Limited
Limited Partnership Partnership
By: AEI Fund Management XIX, Inc, By: AEI Fund Management XVII, Inc.
corporate general partner corporate general partner
Seller: /s/ Robert P Johnson Seller: /s/ Robert P Johnson
By: By:
Printed Name: Robert P Johnson Printed Name: Robert P Johnson
Title: President Title:
AEI Income & Growth Fund XXII Limited Partnership
AEI Fund Management XXII Inc., corporate General Partner
Seller: /s/ Robert P Johnson
By:
Printed Name: Robert P Johnson
Title: President