Exhibit 10.12
CONTRACT FOR DEED
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THIS AGREEMENT Made and entered into this 19th day of June, 2001, by
and between O. DALE LARSON of Brookings, South Dakota, hereinafter described as
Seller and SPORTS LINK, LTD., a South Dakota corporation of Brookings, South
Dakota, hereinafter described as Purchaser.
I.
Legal Description and Terms of Sale
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That if the Purchaser shall first make the payments and perform the
covenants hereinafter mentioned on its part to be made and performed, the said
Seller hereby covenants and agrees to convey and assure to the Purchaser, in fee
simple, clear of all encumbrances whatsoever, by good and sufficient Warranty
Deed, the real property situated in the County of Brookings and State of South
Dakota described as follows:
Lot Four (4), Block Five (5) of Gilkerson Addition to the City of
Brookings, Brookings County, South Dakota,
and as consideration therefor, the said Purchaser shall covenant and agree to
pay the said Seller the sum of TWO MILLION ONE HUNDRED FIFTY THOUSAND AND ONE
DOLLARS ($2,150,001). The terms of the payment for this property are as follows:
The sum of $1.00 shall be due at the execution of this Contract, the
receipt of which is hereby acknowledged. The balance of $2,150,000
shall be payable, interest only at the rate of five percent (5%) with
an interest accrual date of July 1, 2001 with the first payment of
monthly interest due August 1, 2001. Interest only payments shall
continue for a period of four (4) years until June 30, 2005 at which
time the entire principal sum plus any accrued interest shall be due
and payable in full.
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II.
Possession Date
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The possession date shall be July 1, 2001, entitling Purchaser to all
rents, issues and profits thereafter, including without limitation, the rights
as Landlord to any outstanding lease agreements, which lease agreements, if any,
shall be assigned to the Purchaser as of the date of possession.
III.
Real Estate Taxes
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It is understood and agreed that the Seller shall pay the 2000 and all
prior real estate taxes. Furthermore the Seller shall pay, when due, the first
half of the 2001 real estate taxes which are due and payable in the year 2002.
The Purchaser shall be responsible for the second half of the 2001 real estate
taxes, and all real estate taxes and assessments thereafter.
IV.
Insurance
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It is understood and agreed that the Purchaser shall maintain insurance
covering the property which insurance shall protect against fire, lightning,
wind and extended coverage in the amount of $2,150,000 or such other amount as
the parties may agree. However no reduction in this amount of insurance required
shall be effective unless agreed to in writing by Seller. The Purchaser shall
show proof of insurance to the Seller on or before July 1, 2001 and shall
provide proof of insurance to the Seller on or before July lst of each year
thereafter during the term of this Contract. In addition the Seller shall also
be a named loss payee under the insurance policy of the Purchaser. Purchaser
will promptly notify Seller of any accident or incident that may result in an
insurance claim. Purchaser shall indemnify and hold Seller harmless from any
liability arising out of the use and occupation of the premises by Purchaser or
anyone claiming under him, including without limitation, reasonable attorney's
fees in the event Seller is made a party to any action.
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V.
Title Insurance
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It is further understood and agreed that title insurance will be
immediately ordered and will be provided to the parties prior to July 1, 2001.
The cost of the title insurance will be paid by the Purchaser.
VI.
Default
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In the case of the failure of the Purchaser to make either the payments
or any part thereof or perform any of the covenants on its part hereby made and
entered into, the Seller shall give written notice by certified mail of the
default and how the default can be cured. Said default shall be cured within
thirty (30) days of the receipt of the notice of default.
In the event the default is not cured as mentioned above, the remaining
balance shall, at the election of the Seller, shall become immediately due and
payable, and the Contract shall, at the option of the Seller, be forfeited and
determined by giving to said Purchaser thirty (30) days' notice in writing of
the intention of said Seller to cancel and determine this Contract, setting
forth in said notice the amount due upon said Contract, and the time and place
when and where payment can be made.
It is mutually understood and agreed by and between the parties to this
Contract that thirty (30) days is a reasonable and sufficient notice to be given
to said Purchaser in case of failure to perform any of the covenants on its part
hereby made and entered into.
It is further understood and agreed that in the event of default, the
Seller shall be entitled to exercise any remedy or remedies allowed by South
Dakota law including but not limited to forfeiture or specific performance and
the remedy mentioned previously. If the Seller shall choose specific
performance, then the laws set forth at SDCL Chapter 21-9 and related statutes
shall govern.
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In the event the Seller elects forfeiture and after thirty (30) days'
notice has been given and the Purchaser has failed to make payment in full, then
all obligations hereunto on the part of the Seller shall be cancelled and it
shall be fully reinvested with all right, title and interest hereby agreed to be
conveyed, and the Purchaser shall forfeit all payments made by it on this
Contract with all right, title and interest in all buildings, fences and other
improvements whatsoever, and such payments and improvements shall be retained by
said Seller in full satisfaction and in liquidation of all damages by them
sustained, and it shall have the right to re-enter and take possession of the
above described premises.
VII.
Time of Payment
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It is mutually agreed by and between the parties hereto that the time
of payment shall be an essential part of this Contract and that all the
covenants and agreements herein contained shall extend to and be obligatory upon
the heirs, executors and administrators of the respective parties.
VIII.
Assignment of Contract
----------------------
It is further agreed by the parties that neither the Seller nor the
Purchasers shall sell, convey, transfer or assign their interest in this
Contract for Deed without the prior written consent of the other party hereto,
which consent shall not be unreasonably withheld.
IX.
Personal Property
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It is understood and agreed that the personal property to be
transferred from the Seller to the Buyer that will be included in the above sale
price is as follows:
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All office furniture including any modular offices, dividers and board
room furniture within the premises as of July 1, 2001 and as identified by the
Seller.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day and year first above written.
SELLER:
By: /s/ O. Dale Larson
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O. Dale Larson
PURCHASER:
ATTEST:
SPORTS LINK, LTD.
By: /s/ Michael J. Cooper
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Its President
- ------------------------------
Secretary
(CORPORATE SEAL)
State of South Dakota )
: ss.
County of Brookings )
On this the 19th day of June, 2001, before me, the undersigned officer,
personally appeared O. Dale Larson, known to me or satisfactorily proven to be
the person whose name is subscribed to the within instrument and acknowledged
that he executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Jean Osttis
----------------------------
Notary Public - South Dakota
My Commission expires:
May 20, 2006
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(SEAL)
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State of South Dakota )
: ss.
County of Brookings )
On this the 19th day of June, 2001, before me, the undersigned officer,
personally appeared Michael J. Cooper, who acknowledged himself to be the
President of SPORTS LINK, LTD., a corporation, and that he, as such President
being authorized so to do, executed the foregoing instrument for the purposes
therein contained, by signing the name of the corporation by himself as
President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Jean Osttis
----------------------------
Notary Public - South Dakota
My Commission expires:
5-20-2006
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(SEAL)
GUARANTEE OF PAYMENTS
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As further consideration for the sale of the above described property
to SPORTS LINK, LTD., Daktronics, Inc., a South Dakota corporation of Brookings,
South Dakota, hereby unconditionally guarantees to pay the indebtedness,
together with all interest accrued and all other obligations of the Purchaser
thereon to Seller under the terms and conditions in the foregoing Contact for
Deed.
Dated this 21st day of June, 2001.
DAKTRONICS, INC.
By: /s/ James B. Morgan
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Its President
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ATTEST:
/s/ Carla Gatzke
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Secretary
(CORPORATE SEAL)
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