Exhibit 10.1
This is a legally binding Contract; if not understood seek advice from an
attorney
COMMERCIAL CONTRACT FOR SALE OF REAL ESTATE
THIS CONTRACT is entered into by and between TMS Sequoia ("Seller")
And Jevon and Lisa Nasalroad ("Buyer") and, upon approval by both Seller
and Buyer, as evidenced by their signatures hereto, a valid and binding
contract of sale shall exist, the Effective Date of which shall be the
latest date for approval by all parties as indicatedbelow, and the
terms and conditions of which are as follows:
1. SALE: Seller agrees to sell and convey to Buyer by warranty deed and Buyer
agrees to purchase the following described real estate (the "Property") located
at 206 W. 6th in Payne County, Oklahoma: Lots 8, 9, 10, 11 and 12 in Block 13,
ORIGINAL TOWN, now City of Stillwater, and Lots 8, 9, and 10 of Block 28,
College Addition of the City of Stillwater, according to the recorded plat
thereof; AND a portion of street right-of-way depicted as the West 15 feet of
Husband Street lying along and adjacent to the east sides of Lots 8, 9, 10, 11,
and 12 in Block 13, ORIGINAL TOWN, now City of Stillwater, Payne County,
Oklahoma, according to the recorded plat thereof, together with all improvements
thereon, if any.
2. PURCHASE PRICE: The total purchase price is $460,000, payable as follows:
$10,000 on execution of this Contract, as earnest money and part payment of the
purchase price (the "Earnest Money"), receipt of which is acknowledged by
Seller, which has been delivered to the Broker identified below. The Earnest
Money shall be deposited with Grindstaff Realty Group, LLC ("Escrow Agent") in
an escrow account within three (3) days from the Effective Date of this
Contract; and the balance of the purchase price in cash, cashier's or certified
check upon delivery of the deed (the "Closing").
3. FINANCING CONDITIONS: The obligations of the Buyer are specifically
subject to the provisions of the Financing Supplemental Agreement, if any,
attached to and made a part of this Contract as Exhibit A.
4. CONDITION OF PROPERTY, SELLER'S REPRESENTATIONS, INSPECTIONS, AND
DISCLAIMER:
The Buyer agrees and acknowledges that Seller, Seller's agents, Broker(s) and
their sales associates, are not experts regarding the condition of the
Property. No representations, warranties, or guarantees regarding the
condition of the Property, or environmental hazards, are expressed or implied
except as may be specified by Seller in Paragraphs 4(A), 4(B) and 11 below.
(A) FLOOD: Seller represents to the best of Seller's knowledge the
Property has not been damaged or affected by flood, storm run off water,
or storm sewer backup. Within 15 days from the Effective Date
of this Contract, Buyer, at Buyer's expense, may enter upon the Property
to investigate and conduct tests to satisfy himself/herself as to the
flood and/ or water history and water risk attendant to the Property. If,
upon Buyer's investigation, the Buyer is dissatisfied with any of the flood
and water history and water risk attendant to the Property, the Buyer may
cancel and terminate this Contract and receive a refund of the Earnest Money
by delivering written notice to the Seller as provided in Paragraph 15 below
within twenty-four (24) hours of the expiration of the time period specified
in this paragraph.
(B) ENVIRONMENTAL REPRESENTATIONS AND INSPECTIONS: Except as may be
specified in Paragraph 11 below, Seller represents to the best of Seller's
knowledge, that there have been no hazardous substances, as defined by the
Federal Environmental Protection Agency, stored, released, disposed or used on
the Property, including underground storage tanks; that there have been no
special use permits, variances, or other land-use authorizations issued
concerning waste disposal on the Property; that the Property is neither listed
with, nor adjacent to a site listed with, the Environmental Protection Agency
as a hazardous waste site; and that Seller has received no notice of any legal
or administrative proceedings regarding environmental issues affecting the
Property.
/s/ JN /s/ DM
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Buyer Seller
Standard Commercial/Improved Copyright 2000 Stillwater Board of REALTORS All
Rights Reserved Page 1 of 5 Pages
1
COMMERCIAL CONTRACT FOR SALE OF REAL ESTATE (Continued)
Within 30 days from the Effective Date of this Contract, Buyer, Buyer's
agents, employees, independent contractors, engineers, surveyors, and
representatives, shall have the right to enter upon the Property to survey,
inspect, and conduct such environmental, soil, air, hydrocarbon, chemical,
carbon, asbestos, lead-based paint, and other tests Buyer deems necessary or
appropriate. If the results of any such tests are unsatisfactory to Buyer,
Buyer may cancel and terminate this
Contract by delivering written notice to the Seller as provided in Paragraph
15 below within twenty-four (24) hours of the expiration of the time period
specified in this paragraph and receive a full refund of all Earnest Money
deposited.
(C) STRUCTURAL: Within 30 days from the Effective Date of this Contract,
Buyer shall have the right, at Buyer's expense, to have the Property inspected
by a professional architect or a professional engineer registered in the state
of Oklahoma and selected by Buyer. If Buyer has any objection to the
condition of the Property based on structural defects or defects in the roof
shown in such professional architect's or professional engineer's report,
Buyer may cancel and terminate this Contract and receive a refund of all
Earnest Money deposited by delivering written notice, including a copy of the
architect's or engineer's report, to Seller as provided in Paragraph 15 below
within twenty-four (24) hours of the expiration of the time period specified
in this paragraph.
(D) EQUIPMENT: Within 30 days from the Effective Date of this Contract,
Buyer, at Buyer's expense, shall have the right to inspect all fixtures and
equipment relating to plumbing, heating and cooling, electrical systems and any
other equipment or systems specified in Paragraph 11 below and shall report any
item not in normal working order, in writing, to Seller, in care of the Escrow
Agent, including a copy of the estimated cost to repair such items. Buyer shall
pay the first $0 of repair or replacement cost. Repair or replacement costs in
excess of a total of such amount necessary to meet the foregoing standard shall
be at Seller's expense. If the total estimated cost to Seller of such repairs
and replacement required by this paragraph exceeds $5,000 excluding roof repair
and related damage-(See Special Conditions,) Seller shall have the option to
cancel and terminate this Contract within 48 hours of being advised of such
estimate unless Buyer agrees, in writing, to pay repair and replacement costs in
excess of such amount.
(E) WOOD DESTROYING ORGANISMS INSPECTION: Within 30 days from the
Effective Date of this Contract, Buyer shall have the right to have the Property
inspected by Buyer's choice of a licensed exterminating company and deliver to
Seller, in care of the Listing Broker, an infestation report. The expense of
such report shall be the Buyer's expense. In the event the report shows visible
infestation or visible damage, Seller agrees, at Seller's expense, to treat
and/or repair same, provided the estimated cost to cure such infestation or
damage does not exceed $1000. If the estimated cost exceeds such amount, Seller
shall have the option to cancel and terminate this Contract within 48 hours of
being advised of the estimated cost, unless Buyer agrees, in writing, to pay the
cost in excess of such amount.
(F) ACCEPTANCE OF PROPERTY: If Buyer fails to (i) investigate the water
and flood history, water risk, or environmental risk attendant to the Property;
(ii) have the equipment inspected; (iii) have the structure and roof inspected;
or (iv) deliver such notices in the manner specified, Buyer accepts the flood
and water history and water risk, any environmental risk, the structure, and all
equipment attendant to the Property and accepts all portions of the Property
which are subject to Buyer's right of inspection in Paragraph 4(A), (B), (C),
(D) and (E) above, in the condition or state which existed at the expiration of
the time periods stated in the above paragraphs. Unless otherwise agreed upon,
in writing, Buyer, by Closing or taking possession of the Property, shall be
deemed to have accepted the Property, in its then condition, including fixtures
and equipment. No warranties, express or implied, by Seller, Seller's agents,
Brokers or their sales associates with reference to the condition of the
Property or any fixtures or equipment shall be deemed to survive the Closing.
(F) RISK OF LOSS: Until Closing or transfer of possession, risk of loss
to the Property, ordinary wear and tear excepted, shall be upon Seller; after
Closing or transfer of possession such risk shall be upon Buyer.
5. NON-FOREIGN SELLER: Seller represents and warrants that at the time of
acceptance hereof and at Closing, Seller is not a "foreign person" as such term
is defined in Section 1445(f) of the Internal Revenue Code of 1954. At the
Closing, and as a condition thereto, Seller shall furnish to Buyer an affidavit,
in form and substance acceptable to Buyer, signed under penalty of perjury and
containing Seller's United States Social Security and/or taxpayer identification
numbers, to the effect that Seller is not a foreign person within the meaning of
Section 1445(f) of the Internal Revenue Code.
/s/ JN /s/ DM
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Buyer Seller
Standard Commercial/Improved Copyright 2000 Stillwater Board of REALTORS All
Rights Reserved Page 2 of 5 Pages
2
COMMERCIAL CONTRACT FOR SALE OF REAL ESTATE (Continued)
6. TITLE: Seller, at Seller's expense, within 20 days after acceptance of this
contract, shall furnish Buyer a current Uniform Commercial Code Search
Certificate and abstract of title certified at least to the Effective Date of
this Contract, showing a marketable title to the Property in Seller, subject
only to reasonable utility easements serving the Property and building
restrictions of record, if any. Buyer shall have15 days after receipt in which
to have the abstract examined and furnish Seller, in care of the Escrow Agent,
notice, in writing, of any objections thereto. No matter shall be construed as
a valid objection to title under this Contract unless it is so construed under
the "Real Estate Title Examination Standards" of the Oklahoma Bar Association,
where applicable. In case of valid objections to the title, Seller shall have 20
days or such additional time as may be agreed to, in writing, by Seller and
Buyer to satisfy such objections. If such valid objections cannot be satisfied
within the time specified in this paragraph, the Earnest Money shall be returned
to the Buyer, Buyer shall return the abstract to Seller, and this Contract shall
be of no further force and effect.
7. TAXES AND PRORATIONS: The Seller shall pay in full: (i) all special
assessments against the Property upon the date of Closing, whether or not
payable in installments; (ii) all taxes, other than general ad valorem taxes for
the current calendar year, which are a lien on the Property upon the date of
Closing, including the cost of documentary stamps to be attached to the Deed;
and (iii) the cost of any item of workmanship or material furnished on or prior
to the date of Closing which is or may become a lien on the Property. Unless
otherwise specified in Paragraph 11, the following items shall be prorated
between the Seller and the Buyer as of the date of Closing: (i) rents, if any;
and (ii) general ad valorem taxes for the current calendar year, provided that,
if the amount of such taxes has not been fixed, the proration shall be based
upon the rate of levy for the previous calendar year.
8. CLOSING: Subject to the provisions of Paragraph 6 and subject to the
fulfillment of any conditions to the Closing
specified in Paragraph 11, the Closing shall be held on or before 12-22-03 (the
"Closing Date"). If there are valid objections to title which require
correction, the Closing Date shall be extended for the time permitted under
Paragraph 6. At or prior to the Closing, the Seller shall deliver to the Escrow
Agent a duly executed and acknowledged warranty deed conveying marketable, fee
simple title to the Property to the Buyer, assignments of any leases and/or
contracts affecting the Property, a Non-foreign Affidavit, a Bill of Sale for
any personal property, and such other documents as are reasonably necessary to
convey the Property and rights therein, for delivery to the Buyer upon payment
of the purchase price. Unless otherwise agreed in writing possession shall be
transferred 12-22-03 . The Buyer and Seller shall each pay one-half (1/2) of any
Escrow or Closing fees charged.
9. BREACH OR FAILURE TO CLOSE: If after the Seller has performed Seller's
obligations under this Contract and, if within five (5) days after the date
specified above for Closing, the Buyer fails to make payments or to perform any
other obligation of the Buyer under this Contract, then the Seller may, at
Seller's option, cancel and terminate this Contract
and retain all sums paid by the Buyer, but not to exceed 5% of the purchase
price, as liquidated damages, or pursue any other legal or equitable remedy for
the breach of this Contract by the Buyer. The Seller and the Buyer agree that
the undersigned Broker(s) may retain and shall be paid (1/2) one-half of such
retained funds, not exceeding the agreed upon commission for services in
obtaining this Contract. If the Buyer performs all of the obligations of Buyer
and Seller breaches this Contract or fails to perform any of Seller's
obligations, then Buyer shall be entitled to either cancel and terminate this
Contract, return the abstract, if any, to Seller and receive a refund of the
Earnest Money, or pursue any other legal or equitable remedy. In the event of
any court action or proceeding to enforce any provision hereof, the prevailing
party shall be entitled to receive from the other party all reasonable costs of
the action, including attorneys' fees.
10. EFFECT: This Contract shall be executed in compliance with Paragraph 14
below and when executed by both Seller and Buyer, shall be binding upon and
inure to the benefit of Seller and Buyer, their heirs, legal representatives,
successors and assigns. This Contract sets forth the complete understanding of
Seller and Buyer and supersedes all previous negotiations, representations and
agreements between them, their agents, Broker(s) and Broker's sales associates.
This Contract can only be amended or modified by a written agreement signed by
Seller and Buyer. In executing this Contract, both Seller and Buyer agree to
the terms of the Broker(s) Receipt and Agreement contained below.
11. SPECIAL CONDITIONS: See Attached Page 3A.
/s/ JN /s/ DM
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Buyer Seller
Standard Commercial/Improved Copyright 2000 Stillwater Board of REALTORS All
Rights Reserved Page 3 of 5 Pages
3
Page 3A
1. Buyer acknowledges the condition of the roof and the damage caused by the
leaking roof. The buyer agrees to purchase the property in "as is"
condition in terms of the roof and leak damage. Buyer, however, will
have the opportunity to inspect the damage caused by the roof leakage to
determine the severity of the damage and may cause this contract to become
null and void if Buyer determines the damage to be more significant than
anticipated. This inspection will be completed within ten (10) business
days from the effective date of this contract. Should this option be
exercised, the Earnest Deposit shall be returned in full immediately.
All other identified problems will be subject to the terms of 4 a,b,c,
d,e,f and g of this Commercial Contract for Sale of Real Estate.
2. The Seller agrees to lease the basement consisting of approximately 5,680
square feet to Oklahoma State University for a term of ten (10) months
with a one year options at the rate of $6.00 per square foot per annum,
or $34,080 annually. The Seller agrees to provide the Buyer with a copy
of the lease between the Seller and OSU. Buyer reserves the right to
cancel this purchase contract after reviewing the lease contract between
the Seller and OSU if Buyer is not willing to accept the terms and
conditions of said lease. The Earnest Deposit shall be returned
immediately and in full if the Buyer exercises this option.
3. The Seller agrees to lease back the first floor of the building which
consists of approximately 6,000 square feet, less approximately 874
square feet of common area, plus approximately one-third (1/3) of the
common area used by the Lessee, for a total of 5,420 square feet, at the
rate of $8.75 per square foot per annum ($47,425.) The lease will be for
two years with a two one-year options to renew. The Lessee shall also pay
utility bills equal to 40% of the total estimated utility bills, or $750
per month. This amount shall be reevaluated after twelve months and
adjusted based on actual usage.
4. The Buyer requests a copy of Sellers financial statements and balance
sheet prior to negotiating the lease back agreement.
5. The Buyer requires a response to this offer by no later than 9:00 A.M.,
Friday, October 24, 2003.
/s/ JN /s/ DM
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Buyer Seller
3A
COMMERCIAL CONTRACT FOR SALE OF REAL ESTATE (Continued)
12. SUPPLEMENTAL AGREEMENTS: The following Supplemental Agreements, if any,
are attached to and become a part of this Contract.
13. BROKER RELATIONSHIIP DISCLOSURE/COMMISSION: The parties to this
transaction hereby acknowledge that, prior to the parties entering into this
Contract, the following disclosures were clearly made to each of the parties.
Listing Broker is acting as:
Single-party Broker for the Seller X Transaction Broker for the Seller
Single-party Broker for the Buyer Transaction Broker for the Buyer
Transaction Broker for both the Buyer and Seller
Selling Broker is acting as:
Single-party Broker for the Seller Transaction Broker for the Seller
Single-party Broker for the Buyer X Transaction Broker for the Buyer
Transaction Broker for both the Buyer and Seller
It is further acknowledged and agreed by the parties that the Seller will pay
the Listing Broker 6% of the purchase price at Closing as a commission for
services rendered in this real estate transaction.
14. BINDING EFFECT AND ENFORCEABILITY OF CONTRACT: Before this Contract
shall be binding and can be enforced by either party, the following acts
of execution and deliveries shall be completed:
Execution and Delivery of Contract Documents, Counterparts. The parties
agree that the Contract between them shall be evidenced by either a
single executed Contract upon which each of them shall place their
signatures, or by each of them placing their signatures on separate
complete (carbon, photo or fax) copies "counterparts" of the Contract
documents. The Contract shall be binding only upon the delivery to each
party, or their Broker, of either (i) a Contract containing the original
signature of both parties or (ii) a counterpart containing either the
original or a copy of the signature of the other party.
15. NOTICE: Any notice provided for herein shall be given in writing, sent
by (a) personal delivery, (b) United States mail, postage prepaid, or (c) by
FAX, to the Escrow Agent, with copies to the other parties, addressed as
follows:
To Escrow Agent: Closing Agent:
C/O Community Escrow and Title Co C/O Community Escrow and Title Co.
- ------------------------------------ -----------------------------------
115 E. 8th. Ave. 115 E. 8th. Ave.
- ------------------------------------ -----------------------------------
Stillwater, OK 74074 Stillwater, OK 74074
- ------------------------------------ -----------------------------------
FAX 405-780-7198 FAX 405-780-7198
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Phone No. 405-780-7196 Phone No. 405-780-7196
- ------------------------------------ -----------------------------------
To Buyers: Jevon and Lisa Nasalroad To Sellers: TMS Sequoia
- ------------------------------------ -----------------------------------
3123 W. 24th 206 W. 6th St
- ------------------------------------ -----------------------------------
Stillwater, OK 74074 Stillwater, OK 74074
- ------------------------------------ -----------------------------------
FAX TBD FAX TBD
- ------------------------------------ -----------------------------------
Phone No. 405-372-7280 Phone No. 405-377-0880
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/s/ JN /s/ DM
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Buyer Seller
Standard Commercial/Improved Copyright 2000 Stillwater Board of REALTORS All
Rights Reserved Page 4 of 5 Pages
4
COMMERCIAL CONTRACT FOR SALE OF REAL ESTATE (Continued)
or to such other address as shall hereafter be designated in writing. Any such
notice shall be deemed to have been given upon receipt by the Escrow Agent.
16. BROKER (S) RECEIPT AND AGREEMENT: The Buyer and Seller mutually warrant
and represent that the undersigned Broker(s) is/are the only Broker(s) involved
in this transaction. The undersigned Grindstaff Realty Group, LLC acknowledges
receipt of the Earnest Money referred to in Paragraph 2 and agrees to deposit it
with the Escrow Agent in accordance with the terms of the above Contract,
applicable laws, rules and regulations governing such funds. The Broker(s)
and/or Escrow Agent shall be entitled to accept Buyer's personal check for the
Earnest Money and endorse it for deposit without recourse. If Seller does not
approve the above Contract the Earnest Money shall be returned to Buyer.
APPROVED AND AGREED TO BY BUYER: APPROVED AND AGREED TO BY SELLER:
This 22nd day of October, 2003 This 22nd day of October, 2003
Jevon Nasalroad TMS Sequoia
- ---------------------------------- ------------------------------------
/s/ Jevon Nasalroad /s/ Deborah D. Mosier, President
- ---------------------------------- ------------------------------------
Lisa Nasalroad Deborah D. Mosier
- ---------------------------------- ------------------------------------
SELLING BROKER: LISTING BROKER:
This 22nd day of October , 2003 This 22nd day of October , 2003
Grindstaff Realty Group, LLC Grindstaff Realty Group, LLC
- ---------------------------------- ------------------------------------
By: /s/ Charles Scott By: /s/ Kendall Grindstaff
- ---------------------------------- ------------------------------------
(Associate) (Associate)
/s/ DM /s/ JN
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Seller Buyer
ALWAYS HAVE YOUR TITLE EXAMINED BY AN EXPERIENCED TITLE ATTORNEY.
Standard Commercial/Improved Copyright 2000 Stillwater Board of REALTORS All
Rights Reserved Page 5 of 5 Pages
5