CONTRACT FOR SALE
THIS AGREEMENT entered into in triplicate this 16th day of JUNE, 1995 between
CITY OF TUCSON, A MUNICIPAL CORPORATION, as Seller and ILX Incorporated, an
Arizona corporation as Buyer.
W I T N E S S E T H:
That Seller, in consideration of the covenants and agreements of Buyer
hereinafter contained, agrees to sell and convey unto Buyer, and Buyer agrees to
buy, all that certain real property, together with all and singular the rights
and appurtenances thereto in anywise belonging, situate in the County of Pima,
State of Arizona, described as follows, to-wit:
FOR LEGAL DESCRIPTION SEE EXHIBIT "1" ATTACHED HERETO
AND MADE A PART HEREOF BY REFERENCE
(hereafter "the Property") for the sum of ONE MILLION TWO THOUSAND AND NO/1000
DOLLARS ($1,002,000.00) lawful money of the United States, and Buyer agrees in
consideration of the premises to pay said sum in the following manner, to-wit:
$ 50,100.00 Deposit received by the City of Tucson on or
about May 24, 1995
$250,500.00 Payable through escrow on or before close of
escrow
$701,400.00 together with interest from the date of this
contract on the unpaid principal balance at
the rate of nine and three quarter percent
(9.75%) per annum, shall be payable in three
equal annual amortized payments of
$280,802.82, the first of which installments
shall be due and payable one year after the
date of closing (1 year). Succeeding
installments shall be due and payable on the
same day of each and every calendar year
thereafter for a period of two (2) years, at
which time the entire amount of principal
and interest shall be due and payable. The
principal balance of said note may be
prepaid in whole or in part at any time or
times without penalty.
ASSIGNMENT OF THIS CONTRACT BY THE BUYER SHALL BE SUBJECT TO THE CITY OF
TUCSON'S PRIOR REVIEW AND APPROVAL, WHICH APPROVAL SHALL NOT BE UNREASONABLY
WITHHELD.
POSSESSION:
The Buyer shall be entitled to possession of the Property so long as the Buyer
shall not be in default in the performance of any of the agreements herein
contained on the part of the Buyer to be kept and performed, provided the Buyer
shall not commit or permit waste upon the Property.
TITLE AND ESCROW FEES:
Seller and Buyer, and each of them, their heirs, successors, or assigns, promise
to pay promptly all escrow agent's servicing fees and charges, and to indemnify
and hold harmless Escrow Agent against all costs, damages, attorney's fees,
expenses and liabilities which, in good faith, and without fault on its part, it
may incur or sustain in connection with this agreement and in connection with
any court action arising out of this agreement. In the event Buyer fails to pay
any servicing fees and charges as herein provided, same shall be payable by
Seller upon demand. No transfer or assignment of an rights hereunder shall be
made by any one having an interest herein unless made in such manner and
accomplished by such instruments and paying such fees as shall be required by
the escrow company.
For any balance due Seller evidenced by this document, unless otherwise
provided, Old Republic Title Agency is hereby employed and appointed to act as
Account Servicing Agent to hold the security documents, as specified herein, for
servicing, receiving, processing and remitting payments in accordance with its
Standard Account Servicing Instructions and Schedule of Account Service Fees.
Seller and Buyer will each pay one-half of Account Servicing Agent's fees for
its services in receiving, processing and remitting funds, terminating the
account and performing services, requested by or on behalf of Seller or Buyer,
as Account Servicing Agent has or may hereafter establish for the various
services to be performed.
TIME OF ESSENCE:
Time is of the essence of this agreement and of each and every term and
condition herein and full performance by the Buyer of all his obligations herein
is and shall be a condition precedent to his right to a conveyance hereunder.
The City of Tucson shall provide the account servicing agent with a Special
Warranty Deed for the conveyance of fee title to the Buyer upon the Buyer's full
performance of all its obligations herein and instruct said agent to record the
same.
TAXES AND ASSESSMENTS:
Buyer shall pay, before they become delinquent, all taxes and assessments of
every kind and nature levied or assessed against the property subsequent to the
close of escrow.
If Buyer fails to pay any such taxes, charges, assessments or fails to pay any
amount due upon or fails to perform any condition or covenant of this agreement
for sale required of Buyer, before the same shall have become delinquent, Seller
shall have the right to pay or satisfy the same, and the amount so advanced
together with necessary costs and legal fees shall be secured hereby and shall
be repaid to Seller by Buyer on demand, together with interest thereon from date
advanced by Seller until repaid. Any payment so made by Seller shall be prima
facie evidence of the necessity therefor. In the event the Buyer shall fail to
make any of the payments herein provided to be made promptly when the same
become due and payable or to make repayment on demand of any amount herein
agreed to be repaid, or in the event of the failure of the Buyer promptly to
comply with any of the terms hereof, the Seller may pursue any of its available
legal remedies including, without limitation:
(1) An action for specific performance to compel the
performance of the covenants which the Buyer has failed
to perform;
(2) Forfeiture of the Buyer's rights under this contract.
Nothing contained herein shall be construed as depriving the Seller of any legal
or equitable right or remedy which Seller may have regarding the Property and no
court of law or equity shall relieve the Buyer of full obligation to comply
strictly and literally with the terms of this agreement. The Buyer agrees to pay
all costs and expenses of any action commenced by the Seller to enforce this
agreement, including reasonable attorney's fees. In the event judgement is
rendered in favor of the Seller, reasonable attorney's fees may be fixed by the
Court.
Buyer shall pay before they become delinquent all taxes and assessments on the
Property, levied subsequent to the date of this agreement, together with all
assessments and other charges of any Water District or Association not
delinquent at the date hereof, and all other assessments and utility charges
after the date hereof; and Buyer shall keep the buildings erected and to be
erected upon the Property in good condition and shall not permit any waste or
deterioration thereof.
DEFAULT:
Should default be made in any payment when due, then the whole sum of principal
and interest to be paid hereunder shall become immediately due and payable at
the option of the Seller.
If Buyer fails to pay any monies due under this agreement when due, or breaches
any covenant, condition or stipulation hereof, then Seller may pursue any
available remedy at law or in equity.
IN WITNESS WHEREOF, the said parties have hereunto set their hands and seals the
day and year first above written.
ILX Incorporated, an Arizona
corporation
By:/s/ Joseph P. Martori
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As: President
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By:_______________________________________
As:_______________________________________
STATE OF ARIZONA )
)ss
COUNTY OF PIMA )
This instrument was acknowledged before me this 10th day of July, 1995, by
Joseph P. Martori as President and ____________________ as ____________________
of ILX Incorporated, an Arizona Corporation.
MY COMMISSION EXPIRES:
March 20, 1998 /s/Stephanie D. Castronova
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Notary Public
ATTEST: CITY OF TUCSON, a municipal
corporation
/s/ Kathleen Detenk
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City Clerk By: /s/ George Miller
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(Seller) Mayor
APPROVED AS TO FORM:
/s/ Illegible
_______________________________________
Principal Assistant City Attorney
STATE OF ARIZONA )
)ss
COUNTY OF PIMA )
This instrument was acknowledged before me this 9th day of June, 1995, by George
Miller as Mayor and Kathleen S. Detrick as City Clerk of the city of Tucson, a
municipal corporation, as an act of said municipal corporation.
MY COMMISSION EXPIRES:
April 27, 1997 /s/ Inalia Acuna
--------------------------------------
Notary Public
EXHIBIT "1"
Parcel I:
All that portion of Lots 3, 4, 5, 11 and the south 60 feet of Lot 6, in Block 15
of SPEEDWAY PARK, a subdivision of Pima County, Arizona according to the plat
recorded in the Office of the Recorder of said County in Book 4 of Maps and
Plats at Page 95;
EXCEPTING THEREFROM the following properties:
Any portion lying within widened Speedway as established by Resolution
recorded in Docket 142 at Page 66 and as shown on the map recorded in
Book 4 of Road Maps at Page 80;
Those portions conveyed in Docket 3098 at Page 1;
Those portions conveyed in Final Order of Condemnation
recorded in Docket 7996 at Page 1651; and
Those portions dedicated in easement and in fee through Ordinance 7966
recorded in Docket 9457 at Pages 730 to 736.
AND RESERVING AN EASEMENT UNTO TUCSON ELECTRIC POWER COMPANY in, on, over, under
and through the north 20 feet of the east 15 feet of said Parcel I.
RP 2066
Remainder Site
Approximately 99,157 s.f.
encumbered by easement over 2,640 s.f.
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