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EXHIBIT 10.25
RE 18656
OFFER TO PURCHASE REAL ESTATE
TO: GENERAL AMERICAN LIFE INSURANCE COMPANY, a Missouri Corporation, of St.
Louis, Missouri, Hereinafter referred to as SELLER.
1. The undersigned, INTUIT Inc., a Delaware corporation, hereinafter
referred to as BUYER, hereby offers to purchase from SELLER, in its present
condition "as is", the property known as Dominion Business Center containing
approximately 9.4733 acres located at 110 Juliad Court, Stafford County,
Virginia, and the parcels of land upon which such improvements are located, and
any personal property associated therewith, said property being legally
described as follows:
SEE EXHIBIT "A"
2. The purchase price hereby offered for the above property is
$1,600,000.00, payable by BUYER to SELLER as follows:
2.1 $100,000.00 Earnest Money Deposit, to be deposited by BUYER in
certified funds or by electronic wire transfer of funds with
the Title Company (as defined in section 10 below) promptly
upon being furnished with a counterpart of this Offer to
Purchase Real Estate that has been fully executed by SELLER.
Said Earnest Money Deposit shall be held in accordance with a
separate escrow agreement as set forth in Exhibit B;
2.2 $1,500,000.00 additional cash to be delivered by BUYER to
SELLER in certified funds at closing.
3. Promptly upon its acceptance of the Offer, BUYER shall obtain from
a mutually acceptable title insurance company a preliminary title report for an
owner's policy of title insurance, to be issued to BUYER upon closing, in the
amount of $1,600,000.00, showing insurable title in SELLER to the premises
above described, subject only to taxes and special assessments for the current
and subsequent years, restrictions, conditions and covenants of record, rights
of parties in possession, and easements and mineral reservations, if any, of
record. BUYER shall obtain a currently dated survey of the subject property.
BUYER, or their attorney,
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shall within 10 days after receiving both the preliminary title report and
currently dated survey deliver to SELLER in writing any objections to the title
and survey. Should any defect in title or survey objected to by BUYER not be
removed within 30 days of such notice thereof, unless the BUYER elects to
purchase the property notwithstanding such defect, this contract shall become
absolutely null and void.
4. The deed to BUYER will be a Special Warranty Deed conveying the
above-described premises, by way of the proper legal description thereof,
subject to the above exceptions. SELLER shall furnish an appropriate Corporate
Resolution authorizing the execution of such Special Warranty Deed by the
corporate officers executing the same. SELLER agrees to execute such additional
documents as may be necessary to effectuate this transaction including a bill
of sale, and the assignment of any service contracts or warranties that SELLER
is a party to.
5. At closing of this sale transaction, there shall be appropriately
prorated and adjusted between SELLER and BUYER real estate taxes and special
assessments for the present year, as well as rentals upon the subject premises.
6. Upon and only upon the completion of the closing of this sale
transaction, SELLER shall pay to Cafferty Commercial Real Estate Services, a
real estate sales brokerage commission in the amount of $ Per Separate
Agreement. Otherwise, SELLER and BUYER each represent to one another that
neither has knowledge of any involvement of any other such broker in connection
with this sale and/or purchase.
7. BUYER is granted a Window Period (Due Diligence Period), commencing
on the day of SELLER'S acceptance of this Offer to Purchase and terminating
upon the close of business on the business day nearest to the 30th calendar day
following the day of SELLER'S said acceptance, during which time SELLER shall
reasonably cooperate in making available to BUYER access to the subject
premises or to any records or information relative thereto in SELLER'S
possession, without limitation access to Environmental Site Assessment and
Soils Reports to enable such reasonable inspection, examination, investigation,
testing, analysis or appraisal as BUYER may wish to conduct with respect to
such premises, and during which time BUYER, in its sole and unrestricted
discretion, may elect to terminate and rescind this contract, for any reason
whatever, in which event BUYER shall be entitled to a full refund of its
Earnest Money Deposit. Provided, however, it is stipulated and understood, in
connection with the granting of such Window Period to BUYER, that (i) BUYER
shall conduct its
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inspections, examination, investigation, testing, analysis or appraisal of the
subject premises in a manner so as not to damage the said premises, or
unnecessarily interfere with any business activity on the premises or with any
business activity in SELLER'S offices; and (ii) SELLER having acquired the
subject premises by way of foreclosure proceedings or conveyance in lieu of
foreclosure, makes no warranties or representations of any nature as to title,
structural soundness, condition, repair, maintenance, operation, economic
viability, defects, drainage situation, subsidence, support, compliance with
public laws or private restrictive covenants, toxic or radioactive materials
or substances, tenancies, operating contracts, pending or threatened
litigation, or otherwise; instead it is agreed that BUYER is buying the subject
premises "as is" as to any agreed or all of such matters.
8. Expenses: SELLER shall be responsible for the cost of one half of
any escrow service fee charged by the designated title company for closing;
SELLER'S own attorney's fees; proratable expenses attendant to the satisfying of
any liens upon the subject premises or the perfection of title with respect
thereto; the grantor's tax; and any other incidental expenses customarily borne
by sellers of real estate in the County of Stafford, Virginia not otherwise
herein specifically provided for herein. BUYER shall be responsible for the cost
of the owner's title policy; the cost of the preliminary title report; the cost
of the survey; one-half of any escrow service fee charged by the designated
title company for closing; BUYER'S own attorney's fees; proratable items
chargeable to BUYER at closing; all recording fees; and any other incidental
expenses customarily borne by purchasers of real estate in the County of
Stafford, Virginia not otherwise herein specifically provided for herein.
9. Time is of the essence of this contract and of all the terms and
conditions hereof.
10. Settlement shall be made and deed delivered at the offices of
Stewart Title and Escrow, Inc., 10505 Judicial Drive, Fairfax, Virginia, 22030
(the "Title Company") on or before the close of business of the business day
nearest to the 30th day of November, 1997 or at such other time or place as may
be hereafter mutually agreed upon. Possession shall be given to BUYER upon such
closing.
11. The covenants and agreements herein contained shall extend to and
obligatory upon the heirs, executors, administrators, successors and/or assigns
of the parties hereto.
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12. If this sales transaction should fail to close because of failure
to perform on the part of the BUYER (other than if BUYER elects to effect a
Window Period rescission and termination of this contract pursuant to Clause 7
(Window Period), SELLER may at its option, declare this contract null and void
and be entitled as its sole remedy to retain the Earnest Money Deposit
hereunder made as liquidated damages. If this sale should fail to close because
of SELLER'S non-performance (other than if SELLER is unable to deliver
insurable title as called for hereunder), BUYER shall be entitled to specific
performance, damages, and/or other appropriate remedies at law or in equity. If
this sale should fail because BUYER elects to effect a Window Period rescission
and termination of this contract pursuant to Clause 7 (Window Period) above, or
because SELLER is unable to deliver insurable title as called for hereunder,
SELLER shall refund to BUYER its Earnest Money Deposit, and this contract shall
rescind and cease effect without further liability of any party hereto.
13. Nothing herein shall be construed as an offer by SELLER to convey
the subject premises. This Offer to Purchase shall become a sales contract
between the parties hereto according to all of the terms hereof upon SELLER'S
acceptance of same within 10 days from the date hereof; otherwise, the same
shall be deemed automatically withdrawn, null and void.
14. BUYER and SELLER agree that notices to BUYER will be sent to
Catherine Valentine, Esq., General Counsel, INTUIT Inc., 1840 Embarcadero Road,
Palo Alto, California 94303 and Bill Davidson, INTUIT Inc., 100 Juliad Court,
Fredericksburg, Virginia 22406. Notices to SELLER will be sent to Steven P.
Traynor, Esq., Counsel, General American Live Insurance Company, 700 Market
Street, St. Louis, MO 63101 and Gary M. Burris, Field Vice President, Conning
Asset Management Company, 44084 Riverside Partway, Suite 150, Leesburg,
Virginia 20176-5012. Notices will be effective as follows: (i) three business
days after sent by mail; (ii) next business day following overnight courier;
and (iii) upon personal delivery.
15. Casualty. SELLER assumes all risks and liability for damage to or
injury occurring to the property by fire, storm, accident, or other casualty or
cause until the closing has been consummated. If the property, or any part
thereof, suffers any damage in excess of $100,000.00 prior to the closing from
fire or other casualty which Seller, at its option, does not elect to repair,
Buyer may either at or prior to closing (a) terminate this contract, and receive
it earnest money deposit back from escrow or (b) consummate the closing, in
which latter event all of SELLER's right, title and interest in and to the
proceeds of any insurance
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covering such damage, to the extent the amount of such insurance does not exceed
the purchase price, along with the amount of Seller's deductible under its
insurance policy, shall be assigned to Buyer at the closing. If the property, or
any part thereof, suffers any damage equal to or less than $100,000 prior to the
closing, Buyer agrees that it will consummate the closing and accept the
assignment of the proceeds of any insurance covering such damage plus an amount
equal to Seller's deductible under its insurance policy, and there shall be no
reduction in the purchase price.
16. Attorneys' Fees. In the event it becomes necessary for wither party
hereto to file suit to enforce this Agreement or any provision contained
herein, the party prevailing in such suit shall be entitled to recover, in
addition to all other remedies or damages provided for herein, reasonable
attorneys' fees incurred in such suit.
Herewith offered by BUYER as the 30th day of September, 1997.
BUYER: INTUIT Inc., a Delaware corporation
BY: /s/ [SIG]
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BY:
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Herewith accepted by SELLER as the ____ day of _________, 19___.
SELLER:
GENERAL AMERICAN LIFE INSURANCE COMPANY
BY:
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Vice President
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EXHIBIT "A"
Legal Description
County of Stafford Tax Map #44 - 103 G containing approximately 2.1526 Acres,
also known as Parcel A Dominion Business Center Phase I (Stafford Industrial
Park)
and
County of Stafford Tax Map #44 - 103 H containing approximately 7.3207 Acres,
also known as Parcel C Dominion Business Center Phase I (Stafford Industrial
Park)
Total Acreage: 9.4733 Acres
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EXHIBIT "B"
Escrow Agreement
S E E A T T A C H E D
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ESCROW AGREEMENT
THIS AGREEMENT is made this ____ day of __________, 1997, among ___________
(the "Seller"), ________________________________________________________________
(the "Buyer"), and STEWART TITLE AND ESCROW, INC., (the "Escrow Agent").
W I T N E S S E T H:
WHEREAS, the Seller and the Buyer entered into a certain Sale Agreement
dated __________ (the "Sale Agreement") for the sale of certain real estate
located in ____________ County, Virginia, known as: ________________________
_______________________________________________ (the "Property"), and
WHEREAS, the Sale Agreement calls for Buyer to place an earnest money
deposit (as defined in the Sale Agreement) with a third party Escrow Agent to
be held pursuant to the terms of such Sale Agreement until such time and for
such periods of time as set forth in said Sale Agreement; and
WHEREAS, Stewart Title and Escrow, Inc. has agreed to serve as Escrow
Agent pursuant to said Sale Agreement and in accordance with the terms of this
Escrow Agreement;
NOW, THEREFORE, the parties agree as follows:
1. DEPOSIT OF FUNDS. The Escrow Agent acknowledges receipt of the sum of
$________ representing the deposit from the Buyer pursuant to the terms of the
Sale Agreement. The Escrow Agent agrees to cause such funds to be invested in
an interest bearing account with interest on such funds payable to the Buyer,
unless specified otherwise in the Sale Agreement. Any interest-bearing account
or certificate of deposit representing the investment of said funds will be
held by and in the name of the Escrow Agent pursuant to the terms of this
Agreement.
2. Interest earned on the deposit as stated above will be reported to the
Internal Revenue Service using the following taxpayer identification number:
__________ which is the taxpayer identification number for the following
entity: _______________. A 1099 form will be forwarded to that entity at the
address stated herein annually as is customary for such escrow accounts.
3. A fully executed copy of the Sale Agreement is attached hereto as Exhibit
"A" and made a part hereof. The deposit will be held pursuant to the terms of
said Sale Agreement, and the actions and duties of Escrow Agent are as set
forth therein.
4. Should any dispute arise under this Escrow Agreement, then the Escrow
Agent may interplead the funds held into court. Any costs and reasonable
attorney's fees for interpleading such funds into court by the Escrow Agent
will be borne by the Seller
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and/or Buyer as the court directs and orders.
5. LIMITATIONS OF LIABILITY. The foregoing instructions are subject to the
following provisions which are expressly approved by the Buyer and the Seller:
5.1 DEPOSITORY DUTY. The Escrow Agent will be liable as a depository only
and will not be responsible for the sufficiency or accuracy of the form,
execution or validity of any document delivered to the Escrow Agent hereunder
or any authority or rights of the persons executing or delivering or purporting
to execute or deliver any such document. The Escrow Agent's duties hereunder
are limited to the safekeeping of the escrow money deposit and the delivery of
the same in accordance with this Agreement.
5.2 STANDARD OF CARE. The Escrow Agent will not be liable for any act or
omission done in good faith, or for any claim, demand, loss or damage made or
suffered by any party to this Agreement, excepting such as may arise through or
be caused by the Escrow Agent's willful misconduct or gross negligence.
5.3 RELIANCE. The Escrow Agent will not be liable for collection items
until the proceeds of the same in actual cash have been received by the Escrow
Agent. The Escrow Agent is authorized to rely or any document believed by the
Escrow Agent to be authentic in making any delivery of funds hereunder. The
Escrow Agent will in no way be responsible or have any duty to notify any
person interested in the escrow money deposit of any maturity under the terms
of this Agreement or any document deposited herewith or described herein.
5.4 TERMINATION. The Escrow Agent will have the right to terminate its
duty as Escrow Agent under this Agreement by written notice of termination to
all parties to this Escrow Agreement and delivery of the escrowed funds to a
Substitute Escrow Agent as chosen by both Seller and Buyer hereunder. Such
delivery will relieve the Escrow Agent from any further performance and
liability with respect to this Agreement. Any modification of the terms of this
Agreement may be made at any time by the Buyer and the Seller, provided that
the same is reduced in writing, delivered to and accepted by the Escrow Agent.
5.5 SOLE AGREEMENT. This Agreement is the only agreement binding on the
Escrow Agent relating to the escrowed funds and the Escrow Agent may rely
absolutely hereon to the exclusion of any and all other agreements between the
Buyer and the Seller.
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6. MISCELLANEOUS. It is further agreed as follows:
6.1 NOTICES. All notices given hereunder will be in writing and served by
regular first-class mail, postage prepaid, to the parties at the following
addresses:
The Seller: ___________________________________________________________________
_______________________________________________________________________________
The Buyer: ____________________________________________________________________
_______________________________________________________________________________
The Escrow Agent: Stewart Title and Escrow, Inc., 10505 Judicial Drive, #300,
Fairfax, Virginia 22030, Attn: Lisa Overton.
6.2 ASSIGNMENT. None of the rights of the Seller or the Buyer hereunder
may be assigned voluntarily or by operation of law. Any such assignment by any
party without the prior written approval of the other parties to this Agreement
will be null and void ab initio.
6.3 BINDING EFFECT. This Agreement will be binding on and inure to the
benefit of the parties and their respective heirs, personal representatives,
successors and permitted assigns.
IN WITNESS WHEREOF, this Agreement has been executed and delivered the
date first above written.
Seller:
_____________________________________
Buyer:
_____________________________________
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Receipt of these instructions and the deposit described therein is
acknowledged and accepted this _____ day of _____________, 1997.
STEWART TITLE AND ESCROW, INC.
(the "Escrow Agent")
By: ___________________________________
Its:
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FIRST ADDENDUM
(To Offer to Purchase Real Estate between General American Life Insurance
Company as Seller, and Intuit Inc., as Buyer, relating to the property known as
Dominion Business Center located at 110 Juliad Court, Stafford County, Virginia)
Notwithstanding any provision contained in the Offer to Purchase Real Estate
(the "Contract") to which this First Addendum is attached, the Contract is
amended as follows:
1. Settlement shall be made and deed delivered on or before the close of
business on the business day nearest to the 15th day of December, 1997.
2. Buyer shall pay to Seller all rent due for the month of December 1997,
in accordance with the terms of a lease between Seller and Buyer dated June 23,
1997 (the "December Rent"). Buyer and Seller hereby agree that Buyer shall
receive a credit against the purchase price at closing for the amount of the
December Rent paid by Buyer to Seller.
3. In the event of any conflict or inconsistency between any provisions
in this First Addendum and in the Offer to Purchase Real Estate, the terms and
provisions in this First Addendum shall prevail and be controlling.
SELLER:
GENERAL AMERICAN LIFE INSURANCE
COMPANY
Date: 11/26/97 By: [SIG]
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Vice President/Authorized Representative
BUYER:
INTUIT INC.
Date: 12/5/97 By: /s/ GREG J. SANTORA
--------------- ------------------------------------------
Title: Greg J. Santora, Vice President of
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Finance and Corporate Services and CFO
LCG: 1865add.doc/sales