EXHIBIT "A"
THIS IS A LEGAL INSTRUMENT, IF NOT UNDERSTOOD, LEGAL, TAX OR OTHER
COUNSEL SHOULD BE CONSULTED BEFORE SIGNING.
COMMERCIAL CONTRACT TO
BUY REAL ESTATE
1. PARTIES AND PROPERTY. PAUL WILLET, MARK NAGLE and KIM NAGLE
and/or Assignee, (hereinafter referred to as "Buyer"), agrees to
buy and the undersigned Seller, agrees to sell, on the terms and
conditions set forth in this contract, the following described real
estate in the County of Clark, State of Nevada, to wit:
An approximate 40,000 square foot industrial building
situated on approximately 2.28 acres of land located at 3550 W.
Quail Avenue, Las Vegas Nevada. Clark County Assessor's parcel
number 162-32-101-013 and 162-32-101-014 and identified on the
attached Exhibit "A" as parcels 38 and 39.
together with all interest of Seller in vacated streets and alleys
adjacent thereto, all easements and other appurtenances thereto,
all improvements thereon and all attached fixtures thereon, except
as herein excluded, and called the Property.
2. INCLUSIONS. The purchase price include the following item
(a) if attached to the Property on the date of this contra t:
lighting, heating, plumbing, ventilating, and air conditioning
fixtures, smoke/fire/burglar alarms, security devices, inside telephone
wiring and connecting blocks/jacks, plants, floor coverings, intercom
systems, built-in kitchen appliances, and sprinkler systems and
controls; and (b) if on the Property whether attached or not on the date
of this contract:
(1) approximate 10' X 10' paint booth and all
related equipment.
The aforementioned included items (Inclusions) are to be conveyed to the
Buyer by Seller by bill of sale at the closing, free and clear of all
taxes, liens and encumbrances, except as provided in section 10.
Excluded from the purchase are items that are owned by tenants of
the property or any security system that is not owned by the Seller.
3. PURCHASE PRICE AND TERMS. The purchase price shall be One Million,
Three Hundred Twenty Five Thousand Dollars ($1,325,000.000) payable in
U.S. dollars by Buyer as follows:
(a) Earnest Money. $20,000.00 in the form a personal check,
as earnest money deposit and part payment of the purchase
price, payable to and held by The Realty Group Commercial
(hereinafter referred to as "Broker"), on behalf of both
Seller and Buyer. Broker is authorized to deliver the earnest
money to Lawyers Title Company of Nevada (the "Escrow Agent"),
upon acceptance of this contract.
(b) New Loans. Buyer to obtain a new loan. Loan discount
points, if any, shall be paid by the Buyer. If an appraisal is
required, the cost of any appraisal for loan purpose shall be
paid by the Buyer upon loan application as required by lender.
Buyer shall order said appraisal within twenty (20) days of
the Effective Date. Should the resulting appraised value be an
amount that is less than the purchase price, Buyer shall have the
right to cancel this contract under the terms of Section 24,
provided, however, that the contract may be terminated for
this reason only during the first Ninety (90) days after the
Effective Date. Seller agrees to satisfy any and all
appraisal conditions contained therein, up to a total cost not to
exceed $5,000.00.
4. FINANCING CONDITIONS AND OBLIGATIONS.
(a) Loan Application. Buyer is to pay a part of the purchase
price as set forth in Section 3 by obtaining a new loan. Buyer,
if required by such lender, shall make written application
within ten (10) calendar days from the Effective Date. Buyer
shall deliver to Seller, a letter from the lender confirming
said application within Fifteen (15) days after the Effective
Date. Buyer shall cooperate with Seller and lender to obtain loan
approval, diligently and timely purse same in good faith, execute
all documents and furnish all information an documents required by
the lender, and , subject to Section 3, timely pay the costs
of obtaining such loan or lender consent.
(b) Loan Approval. This contract is conditional upon lender's
approval of the new loan on or before 120 days from the
Effective Date. If not so approved by said date, this contract
shall terminate in accordance with Section 24. If the loan is so
approved, but such proceeds are not available to purchaser as
required in Section 5 (Good Funds) at the time of closing,
closing shall be extended one time for 30 calendars days. If
sufficient funds are not then available, this contract
shall terminate in accordance with Section 24.
5 . GOOD FUNDS. All payments required at closing shall be made in funds
which comply with all applicable Nevada laws.
6. NOT ASSIGNABLE. This contract shall not be assignable by Buyer
without Sellers prior written consent. Except as so restricted, this
contract shall i n u r e to the benefit of and be binding upon
the heirs, personal representatives, successors and assigns of the
parties.
7 . EVIDENCE OF TITLE. Seller shall furnish to Buyer, at Seller's
expense, a Commercial Extended ALTA owner's Title Insurance Policy in
an amount equal to the purchase price on or before close of Escrow.
Seller will have the title insurance policy delivered to Buyer as soon
as practicable after closing and pay the premium at closing with
such endorsements that Buyer may assign. Seller shall pay up to
$3,500.00 for said Title Policy and Buyer shall pay any additional cost.
8. TITLE.
(a) Title Review. Buyer shall have the right to inspect the
Preliminary Title Commitment (the "Commitment"). Written
notice by purchaser of unmerchantability of title or of any
other unsatisfactory title condition shown by the Commitment
shall be signed by or on behalf of Buyer and given to Seller
or Escrow Agent on or before Twenty (20) calendar days after
Document(s) or Endorsement(s) adding new Exception(s)
to the Commitment together with a copy of the Title
Document adding new Exception(s) to title. If Seller or Escrow
Agent does not receive Buyer's notice by the date(s) specified
above, Buyer shall be deemed to have accepted the condition of
title as disclosed by the Commitment as satisfactory.
(b) Matters Not Shown by the Public Records. Within twenty
(20) days after the Effective Date, Seller shall deliver to Buyer
or Escrow Agent, true copies of all lease(s), environmental
report(s), soils report(s) or survey(s) in Seller's possession
pertaining to the Property and shall disclose to Buyer all
easements, liens or other title matters not shown by the public
records of which Seller has actual knowledge. Buyer shall have
the right to inspect the Property to determine if any third
party(s) has any right in the Property not shown by the public
records (such as an unrecorded easement, unrecorded lease, or
boundary line discrepancy). Written notice of any
unsatisfactory condition(s) disclosed by Seller or revealed by
such inspection shall be signed by or on behalf of Buyer and
given to Seller or Escrow Agent on or before Fifteen (15) days
after Buyer's receipt of said documents. If Seller or Escrow
Agent does not receive Buyer's notice by said date, Buyer shall
be deemed to have accepted title subject to such rights, if
any, of third parties of which Buyer has actual knowledge.
(c) Right to Cure. If Seller or Escrow Agent receives
notice of unmerchantability of title or any other
unsatisfactory title condition(s) as provided in Subsection
(a) or (b) above, Seller shall use reasonable effort to correct
said unsatisfactory title condition(s) prior to the date of
closing. If Seller fails to correct said unsatisfactory
title condition(s) on or before the date of closing, this contract
shall then terminate, subject to Section 17; provided, however,
Buyer may, by written notice received by Seller or Escrow Agent
on or before closing, waive objection to said
unsatisfactory title condition(s).
9. DATE OF CLOSING. The date and time of closing shall be on or
before 120 days from the Effective Date, or by mutual agreement at an
earlier date. The place of closing shall be Lawyer's Title Company of
Nevada, 6655 W. Sahara Avenue, Suite E-102, Las Vegas, Nevada
89102. The date of closing may be extended in accordance with Section
4.B.
10. TRANSFER OF TITLE. Subject to tender or payment on closing as
required herein and compliance by Buyer with the other terms and
provisions hereof, Seller shall execute and deliver a good and
sufficient Grant, Bargain and Sale Deed to Buyer, on closing, conveying
the Property free and clear of all taxes except the general taxes for
the year of closing, and except; free and clear of all liens for
special improvements installed as of the date of Buyer's signature
hereon, whether assessed or not; except distribution utility
easements, including cable TV; except those matters reflected by the
Title documents accepted by Buyer in accordance with Subsection 8(a);
and subject to building and zoning regulations. The form of the Grant,
Bargain and Sale Deed is attached as Exhibit "B".
11. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall
be paid at or before the time of settlement from the proceeds of this
transaction or from any other source.
12. CLOSING COSTS, DOCUMENTS AND SERVICES. Buyer and Seller shall pay
their respective closing costs at closing as customary in the
State of Nevada, except as provided herein. Buyer and Seller
shall sign and complete all customary or required documents at or before
closing. The escrow fee is to be split 50/50, Seller is to pay
transfer taxes, recording fees and for document preparation by the
closing agent. An estimate of Seller's closing costs indicating the
types of costs to be paid by Seller is attached as Exhibit "C".
Each party to pay their own attorney fees.
13. PRORATIONS. General taxes for the year of closing based on
the most recent levy and the most recent assessment, rents, water and
sewer charges, owner's association dues, tenant deposits, and interest
on continuing loan(s), if any, and existing insurance policies (if
assumed by Buyer) shall be prorated to date of closing. Any sales,
use and transfer tax that may accrue because of this transaction shall
be paid by Seller.
14. POSSESSION. Possession of the Property shall be delivered to
Buyer as follows: at close of escrow subject to the following lease(s)
or tenancy(s): any remaining lease space not currently occupied by
Buyer.
15. CONDITION OF AND DAMAGE TO PROPERTY. The Property and Inclusions
shall be conveyed in their present condition ordinary wear and tear
excepted. In the event the Property shall be damaged by fire or other
casualty prior to time of closing, in an amount of not more than ten
(10) percent of the total purchase price, Seller shall be obligated
to repair the same before the date of closing. In the event such
damage is not repaired within said time or if the damages exceed such
sum, this contract may be terminated at the option of the Buyer. Should
Buyer elect to carry out this contract despite such damage, Buyer
shall be entitled to credit for all the insurance proceeds resulting
from such damage to the Property and Inclusions, not exceeding,
however the total purchase price. Should any Inclusion(s) or service(s)
fail or be damaged between the date of this contract and the date
of closing or the date of possession, whichever shall be earlier,
then Seller shall be liable for the repair or replacement of such
Inclusion(s) or service(s) with a unit of similar size, and
quality, or an equivalent credit, less any insurance proceeds
received by Buyer covering such repair or replacement.
16. SELLER'S WARRANTIES. Seller represents and warrants, to the best
of its knowledge, that as of the Closing Date (and said
representations and warranties shall be true as of the closing):
(a) There are no recorded or unrecorded leases (other than
those currently in effect), encumbrances, easements, claims of
easements or prescriptive rights upon or concerning or claims of
adverse possession against the property or any part hereof other
than those disclosed under Section 8(a) or 8(b).
(b) There are no litigation, arbitration or administrative
proceedings pending or threatened against the property, or
pending or threatened against Seller which might have the effect
of impairing the use of the property.
(c) Seller has no actual knowledge of any leaks of petroleum
products or hazardous materials from any storage facilities on to
the property or of any petroleum product or hazardous material
storage facilities that may have been located on the property.
Seller has no basis to believe, as it may affect the property,
that noncompliance exists with respect to the applicable laws
(a) regarding storage or disposal of hazardous materials; or
(b) any contamination.
17. TIME OF ESSENCE/REMEDIES. Time is of the essence hereof. If any
note or check received as earnest money hereunder or any other payment
due hereunder is not paid, honored or tendered when due, or if
any other obligation hereunder is not performed or waived as herein
provided, there shall be the following remedies:
(a) If Buyer is in Default: All Payments and things of value
received hereunder shall be forfeited by the Buyer and
retained on behalf of Seller, and both parties shall
thereafter be released from all obligations hereunder. It
is agreed that such payments and things of value are LIQUIDATED
DAMAGES and (except as provided in Subsection (c) are SELLER'S
SOLE AND ONLY REMEDY for Buyer's failure to perform the
obligation of this contract. Seller expressly waives the
remedies of specific performance and additional damages.
(b) If Seller is in Default: Buyer may elect to treat this
contract as canceled, in which case all payments and things
of value received hereunder shall be returned and Buyer may
recover such damages as may be proper, or Buyer may elect to treat
this contract as being in full force and effect and Buyers shall
have the right to specific performance, but not to damages.
(c) Costs and Expenses. Anything to the contrary herein
notwithstanding, in the event of any litigation or
arbitration arising out of this contract, the court shall award
to the prevailing party all reasonable costs and expense,
including attorney fees.
18. EARNEST MONEY DISPUTE. Notwithstanding any termination of this
contract, Buyer and Seller agree that, in the event of any
controversy regarding the earnest money and things of value held
by Broker or Escrow Agent, unless mutual written instructions are
received by the holder of the earnest money and things of value, Broker
or Escrow Agent shall not be required to take any action but may await
any proceedings, or at broker's or escrow agent's option and sole
discretion, may interplead all parties and deposit any money or
things of value into a court of competent jurisdiction and shall recover
court costs and reasonable attorney fees.
19. INSPECTION. Buyer shall sixty (60) days after the Effective Date
during which to inspect the property (the "Inspection Period").
During the Inspection Period, Buyer or any designee of Buyer, shall
have the right to have inspection(s) of the physical condition of the
property and Inclusions, at Buyer's expense. If a written notice
of any unsatisfactory condition, signed by Buyer, is not received by
Seller or Escrow Agent on or before the end of Inspection Period,
then the physical condition of the property and Inclusions shall be
deemed to be satisfactory to Buyer. However, at any time during the
Inspection Period, Buyer may terminate this contract by giving
written notice to the Seller and Escrow Agent. In this event, the
terms of Section 24 shall apply. Buyer is responsible and shall pay
for any damage which occurs to the Property and Inclusions as a
result of such inspection. Buyer indemnifies Seller against any
claims made by persons inspecting the property on behalf of Buyer.
20. COMMISSIONS. Buyer has retained the service of The Realty
Group Commercial as broker (hereinafter referred to as "Broker").
Buyer agrees to be solely responsible for the payment of commission to
the Broker. Buyer and Seller represent and warrant to the other that
they have not employed or dealt with any other Broker, Agent or
any other party which may be entitled to receive a commission in
connection with this sale, and Buyer and Seller, as the case may be,
each shall indemnify the other against claims, demands, damages or
expenses arising out of or in connection with a claim by any Broker or
Agent employed or dealt with by the indemnifying party.
21. AGENCY DISCLOSURE. The Broker, and its sales agents represent the
Buyer. The Broker owes duties of trust, loyalty, and confidence to Buyer
only. While the Broker has a duty to treat Seller honestly, the Broker
is Buyer's agent and is acting on behalf of Buyer and not Seller. BY
SIGNING BELOW, SELLER ACKNOWLEDGES PRIOR TIMELY NOTICE BY BROKER THAT
BROKER IS BUYER'S AGENT. Agency disclosure form is attached as Exhibit
"D".
22. ADDITIONAL PROVISIONS. Within 10 calendar days, after acceptance
of this contract, Seller shall furnish all leases and tenancies to
Buyer, and Seller shall use its best efforts to obtain and deliver,
within 20 calendar days, after acceptance of this contract, a
"TENANT ESTOPPEL CERTIFICATE" (in a format as attached hereto as Exhibit
"E") to Buyer, for any tenants other than Czarnowski Exhibit Services.
Seller shall provide Buyer with a Phase I Environmental Report at
Seller's expense (the "Phase I
Study"). Said study is to be performed by a licensed environmental
engineer. Upon receipt of the completed study, Buyer shall have
Fifteen (15) days (the "Review Period") to review the findings set
forth in the Phase I Study to determine that the property is not in
violation of any local, state and/or federal environmental requirements
and is in satisfactory condition for the Buyer's requirements. Should
Buyer determine in its sole reasonable judgement that the Phase I Study
is unacceptable, Buyer may terminate this contract at any time
during the Review Period by notifying Seller and Escrow Agent and in
this event, the terms of Section 24 shall apply. Should Seller and
Escrow Agent not be so notified, then Buyer shall be deemed to have
accepted said Phase I Study. The parties expressly agree that Seller
shall have no liability for any omissions or inaccuracies that may be
contained in any environmental report, survey or any other report that
was prepared by a third party and furnished by Seller to Buyer, even if
said report or survey was paid for by Seller, Seller's agents,
predecessors or related entities.
23. RECOMMENDATION OF LEGAL COUNSEL. By signing this document,
Buyer and Seller acknowledge that the Broker has recommended that
Buyer and Seller obtain the advice of their own Legal counsel
regarding examination of title and this contract.
24. TERMINATION. In the event this contract is terminated, all
payments and things of value received shall be returned and the
parties shall be relieved of all obligations hereunder, subject to
Section 17.
25. COUNTERPARTS. A copy of this document may be executed by each
party, separately, and when each party executed a copy thereof, such
copies taken together shall be deemed to be a full and complete
contract between the parties.
26. EFFECTIVE DATE. This document shall become a contract between
Seller and Buyer and the Effective Date of the Contract shall be the
date upon which the Escrow Agent receives and signs an original copy of
the Contract that has been fully executed by the Buyer, Seller and The
Realty Group Commercial.
27. SALE AS IS, WHERE IS. The Seller is selling and the Buyer is
buying the Property "As is, where is" with all defects and defaults,
except as otherwise noted herein.
28. NOTICES. Any notice allowed or required by this contract shall
be in writing and addressed to Buyer and Seller at eh following
addresses and either sent by (i) hand delivery, receipt confirmed,
(ii) Federal Express Priority Overnight Deliver, receipt confirmed,
or (iii) by telecopier, receipt confirmed.
AS TO BUYER: Czarnowski Exhibit Services
2287 S. Blue Island Avenue
Chicago, IL 60608
Attn: Mark Nagle
Telephone: (312) 247-1500
Telecopier: (312) 247-3790
With a Copy To: The Realty Group Commercial
5435 W. Sahara Ave., Suite B
Las Vegas, NV 89102
Attn: Myla Gardiner
Telephone: (702) 251-8080
Telecopier: (702) 251-8842
AS TO SELLER: Angeles Opportunity Properties, LTD.
c/o Insignia Financial Group
One Insignia Financial Plaza
Greenville, SC 29601
Attn: Bruce Stillwagon
Telephone: (803) 239-1078
Telecopier: (803) 239-1066
With a Copy To: David Huddleston
c/o Insignia Mortgage
102 Woodmont Blvd., Suite 400
Nashville, TN 37025
Telephone: (615) 783-1032
Telecopier: (615) 783-1016
The addresses of Buyer and Seller and the party, if any, to
whose attention a notice or copy of same shall be directed may be
changed or added form time to time by either party giving notice to the
other in the prescribed manner. Any notice shall be deemed to have been
given or served when received or if the party to whom such notice is
directed refuses such notice, then when refused. By signing below,
the signatories warrant that they have the authority to enter into
this agreement.
Buyer:
By:
/s/ Paul Willet 8/1/94
Paul Willet Date
/s/ Mark Nagle 8/1/94
Mark Nagle Date
/s/ Kim Nagle 8/1/94
Kim Nagle Date
SELLER: Angeles Opportunity Properties, LTD.
DBA Oquendo Warehouse
By: _______________________________ ____________
Date
By: ______________________________
The undersigned Broker confirms the respective agency disclosure as set
forth in Section 21.
Selling Broker
By:_________________________________
Selling Company Escrow Agent
THE REALTY GROUP COMMERCIAL LAWYER'S TITLE OF NEVADA
by: /s/ Myla Gardiner by: ____________________
Its: Authorized Broker Its: ____________________
Date: July 29, 1994 Date: