EXHIBIT 10.2
PURCHASE CONTRACT
This Real Estate Purchase Contract (the "Purchase Contract") dated September 27,
2005 between Andrew Gissinger III and Melissa R. Gissinger, Trustees of the
Gissinger Family Trust, Dated November 13, 2001 ("Seller") and Countrywide Home
Loans, Inc. ("Buyer") for the sale and purchase of the property and improvements
located at the property described on Exhibit A attached hereto ("Property")
subject to the following terms and conditions:
1. Seller currently owns the Property and hereby agrees to sell and
Buyer agrees to purchase the Property for the purchase price of
$2,225,000.00 subject to the terms and conditions of this Purchase
Contract.
2. Conveyance of Title will be by Grant Deed executed and delivered by
Seller to Buyer through the close of escrow.
3. Title and closing escrow services to be provided by: LandSafe Title
and Escrow - San Diego, Phone: (619) 681-1180, Fax: (619) 681-1195
("Escrow").
4. Escrow is to obtain payoff statements on all loans secured by the
Property and obtain releases of said loans. These funds will be
debited from the sale proceeds.
5. Net proceeds to be sent via wire instructions given by Seller in
writing to the closing escrow entity.
6. The closing costs and expenses shall be allocated between and paid
by Seller and Buyer as is customary for the county in which the
Property is located.
7. Closing shall be conditioned upon Buyer's receipt of title insurance
from a reasonably acceptable title insurance company insuring Buyer
as fee simple owner in the amount of the purchase price, with no
voluntary liens against the Property such as, but not limited to,
mortgages or deeds of trust, and with no involuntary liens such as,
but not limited to, judgments, pending litigation, or mechanics
liens, and with no lessees, tenants or other parties with rights of
possession or options to purchase or lease.
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8. All existing fixtures and fittings that are attached to the Property
or for which special openings have been made, and all personal
property items currently on the Property and in their present
condition, shall be transferred at close of escrow free of liens to
Buyer. These include, but are not limited to, electrical, lighting,
plumbing and heating fixtures, solar systems, fireplace inserts,
built-in appliances, screens, shutters, window coverings, attached
floor coverings, integrated telephone, security and cable systems,
air conditioners, heaters, pool/spa equipments, garage door
openers/remote controls, and in-ground landscaping including trees
and shrubs.
9. Seller shall pay for compliance with any minimum mandatory
government retrofit standards, including but not limited to energy
and utility efficiency requirements and proof of compliance.
10. If applicable, Seller shall be responsible for obtaining and the
cost of any zone disclosure reports.
11. If applicable, the Seller will provide a Seller's Transfer
Disclosure Statement.
12. If applicable, Seller does not warrant homeowner association
policies, practices, procedures or fees.
13. Seller shall provide Buyer with a current written Wood Destroying
Pests and Organisms Inspection Report ("Report") performed by a
registered structural pest control company of Seller's choice. Any
work recommended in the Report to correct infestation or infection
that is found shall be at the expense of Seller. Any work to address
conditions found which might lead to infestation or infection shall
be at the expense of Buyer. If the work cannot be completed by the
closing, funds shall be held in escrow and disbursed for payment of
expenses upon receipt of a written certification that the inspected
Property is free of evidence of active infestation or infection.
14. Utilities, property taxes, homeowner association dues, bonds,
assessments, and special assessments shall all be paid current by
Seller as of the closing date and payments that are not yet due and
payable shall be assumed by Buyer.
15. Buyer shall reimburse Seller through escrow for all costs and
expenses of the Property from and after August 15, 2005.
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16. In the event of casualty or taking prior to closing, Seller shall
assign all insurance proceeds for such casualty or eminent domain
payments for such taking to Buyer and cooperate with Buyer before
and after closing to obtain such proceeds or payments.
17. Upon successful closing, the obligations hereunder shall merge into
the Grant Deed and there shall be no further obligations by Seller
to Buyer under this Purchase Contract.
18. TIME IS OF THE ESSENCE. The closing to take place by September 28,
2005 or sooner.
19. Subject to the approval of the Board of Directors of Countrywide
Financial Corporation, this Purchase Contract will be deemed valid
once all parties have signed below and delivered this Purchase
Contract to the other party.
Seller: /s/ Andrew Gissinger, III
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Andrew Gissinger III, Trustee of the
Gissinger Family Trust, Dated November
13, 2001
/s/ Melissa R. Gissinger
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Melissa R. Gissinger, Trustee of the
Gissinger Family Trust, Dated November
13, 2001
Buyer: Countrywide Home Loans, Inc.
By: /s/ Marshall M. Gates
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Name: Marshall M. Gates
Title: Senior Managing Director, Chief
Administration Officer
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