HomeMy WebLinkAboutPurchasing Agreement 07-31-96 A. Listing Broker 'L�,6Lk1/ON �/ 41 aCi(Oty ( R E L.L.) By G12F.a3:7;1.,e vi,S ( 7 1 2. )
as(Seller's agent),(Limited agent) o
B. Selling Broker *.--, --5;) ti,,,, t p.m-R.1>s ( 4 D 7
as(Buyer's agent)(Seller's subagent) (Limited agent)
PURCHASE AGREEMENT
COMMERCIAL-INDUSTRIAL REAL ESTATE
1. 1. PARTIES: C 17 R I S-1-0?/7 c it. ]�o L.AiY ('"Seller")
2. agrees to sell and convey to,• .r- 'F* rii l SE S ({8E"A Ir.�Ir''j'. (""Buyer")
3. and Buyer agrees to buy from Seder the following property for the consideration and upon and subject to the terms, provisions, and
4. conditions hereinafter set forth. /�/
s. 2. PROPERTY:The property commonly known as 21.5 a 7 C, - .371/es-E�
6. is a tract of land situated in the City of Cao 12.1►Z E L. 1-f AN1 t I-.TOAi
7. County, Indiana, together with all buildings and permanent improvements and fixtures attached thereto; and all privileges, and
8. appurtenances pertaining thereto including any right, title and interest of Seller in and to adjacent streets, alleys, or rights-of-way, Seller's
9. interest in and to all leases or rents, and security deposits, Seller's interest in and to all licenses and permits with respect to the Property,
to. Seller's interest in all service, maintenance, management or other contracts relating to the ownership or operation of the Property, and
11. Seller's interest in all warranties or guaranties relating to the Property being sold;all of the above hereinafter collectively called-Property,"
12. and whose legal description is Below)(Contained on Exhibit"A"attached hereto and incorporated herein):
13. P4 --r �/•�, S1-c. Q T V.)p. /7 / RAtf f 3
14.
15. The metes and bounds description determined by the survey of the Property hereinafter provided for will replace Exhibit""A"attached hereto
16. in the event it should differ from the attached exhibit.Any property to be excluded from this sale should be set forth under Special Provisions
17. in Paragraph 5.
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18. 3. PRICE:The total purchase price shall be OA ■ , e " _ r. i • '
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19. ($ 1492_0er?. ),payable in accordance with the terms and conditions stated in this agr-ement.
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20. 4. EARNEST MONEY:$ is p oQ. is herewith tendered and is to be deposited as Earnest Money with t 4,OC,14 /0etj
21. C.45/4/4 EG.T( 0 ev Co as Escrow Agent, upon execution of the Contract by both parties. If this Contract
22. is terminated by the Buyer,with cause as specified herein and within the applicable time period,the earnest money shall be returned to the
23. Buyer.
24. 5. SPECIAL PROVISIONS:
25.
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35. Liu,
36. Included in this agreement are the following addendums:(Place an X on the lines that are appropriate)
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37. X Financing Addendum X Feasibility Study Addendum DUI
_Apartment/Multi-Tenant Addendum Representations&Warranties
38. X Zoning/Governmental Approval Addendum of Seller Addendum
39. _Tax Deferred Exchange Addendum
40.
6. CLOSING: The closing of the sale (the ""Closing Date") shall take place at the Title Company who insures this transaction °�r at
41. G-"--Th. on or before /Qu S(A S T 3 0 T 4' 19 3 to
42. or within 5 days after 'e,i/#lC. 4Me.12fGi4lnL 4 Pe*o clog.L. ,whichever is later,unless such date is changed
43. in writing by Seller and Buyer,or otherwise extended as herein provided.
44.
as. 7. POSSESSION:The possession of the Property shall be delivered to Buyer(at closing)or ( .5 D4 y S )
46. subject to tenant's rights, if applicable, in its present condition,ordinary wear and tear excepted. Seller agrees to maintain the property and
related equipment in good condition until possession is delivered to Buyer.
47. A48. 8. INSPECTIONS: Inspections shall be handled in accordance with paragraph as set forth below:
(Insert A or B)
49. A. BUYER RESERVES THE RIGHT TO HAVE THE PROPERTY INSPECTED.All inspections shall be made within ( 4
50. days after AC e f Pt 14"4 4.-_ with written reports delivered to the Seller and Buyer within 7
51. days thereafter. Said inspections are to be at Buyer's expense by qualified inspectors or contractors, selected by Buyer,with a written
52. report showing said items to be in satisfactory condition. Inspections may include but are not limited to the presence of asbestos,
53. hazardous and/or toxic materials,wood eating insects and underground storage tanks,as well as the condition of the following systems
54. and components: heating, cooling, electrical, plumbing, roof, walls, ceilings, floors, foundation, basement, crawl space, well, septic,
55. other:
56. If the Buyer does not make a written objection to any problem(s)revealed in the report within S days of its receipt,the Property
57. shall be deemed to be acceptable. If the Buyer, in its reasonable discretion, believes that the inspection report reveals a major problem
58. with the Property and the Seller is unable or unwilling to remedy the problem to the Buyer's reasonable satisfaction,then this Agreement
59. may be terminated by the Buyer or such problem shall be waived by the Buyer and the transaction shall proceed towards closing.
60. X BUYER HAS BEEN MADE AWARE THAT INDEPENDENT INSPECTIONS DISCLOSING THE CONDITION OF THE PROPERTY
61. ARE AVAILABLE AND HAS BEEN AFFORDED THE OPPORTUNITY TO REQUIRE AS A CONDITION OF THE AGREEMENT THE
62. ABOVE MENTIONED INSPECTIONS. However, Buyer hereby waives inspections and relies upon the condition of the Property based
63. upon his own examination and releases the Seller, the Listing and Selling Brokers and all salespersons associated with said Brokers
64. from any and all liability relating to any defect or deficiency affecting the Property,which release shall survive the closing.
65. 9. TAXES:Taxes on said real estate shall be handled In accordance with paragraph A as set forth below:
(Insert A or B)
66. A. Buyer will assume and agree to pay all installments of taxes on said real estate beginning with the installment due and payable
67. on (\ A'' ( , 19 9 7,and all installments subsequent thereto.
68. X All taxes assessed for any prior calendar year and remaining unpaid, shall be paid by Seller, and all taxes assessed for the current
69. calendar year shall be prorated between Seller and Buyer on a calendar-year basis as of the day immediately prior to the Closing Date.
70. If the tax rate for taxes assessed in the current year has not been determined at the closing of the transaction, said rate shall be
71. assumed to be the same as the prior year for the purpose of such proration and credit for due but unpaid taxes.
72. 10. INSURANCE:Insurance shall be handled in accordance with paragraph A as set forth below:
(Insert A or B)
73. A. Canceled as of the date of closing and the Buyer shall provide its own insurance.
74. X'. Assigned to the Buyer at Closing and the premium therefore shall be prorated as of the day prior to the Closing Date with the Buyer
75. paying the Seller for the unexpired portion.
76. 11. SURVEY:A(sttfkesLc,irue s) surveyor location repor$shall be furnished at Seller's expense. If a staked survey is hereby required, it(shall)
77. (shall.not) comply with Minimum scan Pdra Detail Requirements for Indiana Land Title Surveys, and (shall) (shall not) reflect whether the
78. property is located in a designated flood zone area.
I It Approved by and restricted to use by Members of the Indiana Association of REALTORS®. A
Produced under License from the Metropolitan Indianapolis Board of REALTORS®.
REALTOR® This is a legally binding contract.If not understood seek legal advice. MIBOR 1995 (Form No.320-05/95) eoo.L ROU&RU
OPPORTUNITY
79. 12. TITLE AND SURVEY APPROVAL:Seller shall deliver to Buyer within I 5' days after 4c EP f 41.(CL °Fit s AGetEME, /
80. a Commitment for Title Insurance (the ""Commitment") and, at Buyer's request, legible copies of all recorded instruments affecting the
e1. Property and recited as exceptions in the Commitment. If Buyer has an objection to items disclosed in such Commitment or the survey
82. provided for herein, Buyer shall promptly make written objections to Seller after receipt of each such instrument. If Buyer or third party lender
83. makes such objections or if the objections are disclosed in the Commitment,the survey or by the issuer of the Title Policy, Seller shall have
84. thirty(30)days from the date such objections are disclosed to cure the same, and the Closing Date shall be extended, if necessary. Seller
85. agrees to utilize its best efforts and reasonable diligence to cure such objection, if any. If the objections are not satisfied within such time
86. period,Buyer may(a)terminate this Contract,or(b)waive the unsatisfied objections and close the transaction.
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87. 13. PRORATIONS AND.SPECIAL ASSESSMENTS: Insurance, if assigned to Buyer, interest on any debt assumed or taken subject to, any
88. rents, all other income and ordinary operating expenses of the Property, including but not limited to, public utility charges, shall be prorated
89. as of the day prior to the Closing Date.Any special assessments applicable to the Property for municipal improvements previously made to
so. benefit the Property shall be paid by Seller. Buyer will assume and agree to pay all special assessments for municipal improvements which
91. are completed after the date of this Purchase Agreement.
92. 14. SALES EXPENSES:Seller and Buyer agree that all sales expenses are to be paid in cash prior to or at the closing.
93. A. SELLER'S EXPENSES: Seller agrees to pay all costs of releasing existing loans and recording the releases; Owner's Title Policy;
94. survey;tax statements; 1/2 of any closing fee; preparation of Deed and Vendor's Affidavit; Indiana Gross Income Tax;the Professional
9s. Fee to the Broker(s)in this transaction;and other expenses stipulated to be paid by Seller under other provisions of this Contract.
96. B. BUYER'S EXPENSES: Buyer agrees to pay all expenses incident to any loan (e.g.Joancommitment fees, preparation of note,
97. mortgage, and other loan documents, recording fees, Mortgagee's Title Policy, prepayable interest, credit reports); 1/2 of any closing
98. fee;copies of documents pertaining to restrictions,easements, or conditions affecting the Property;and expenses stipulated to be paid
99. by Buyer under other provisions of this Contract.
100. 15. DEFAULT: If Buyer breaches this Agreement and is in default, (a) Seller may seek specific performance or any other remedy provided by
101. law or equity; or(b) Seller may treat this Agreement as.being.terminated and receive..the Earnest Money as liquidated damages. If Seller
102. successfully enforces specific performance of this Agreement against the Buyer or collects damages from the Buyer due to Buyer's default
103. (by means of a judgment, settlement or by retention of the Earnest Money),then Seller agrees to pay the Listing Broker of
104. the amount collected in payment for Broker's services. Provided, however, the amount paid to Broker shall not exceed the fee that could
105. have been paid had this transaction closed.
106. If Seller breaches this Agreement and is in default,then the Earnest Money shall be returned to Buyer. In addition, if Seller is in default,the
107. Buyer may seek specific performance or any other remedy provided by law or equity against the Seller. In the event of Seller default, Seller
108. shall immediately be obligated to pay the Listing Broker the entire fee that would have been paid had this transaction closed.
109. 16. ATTORNEY'S FEES: Any signatory to this Contract who is the prevailing party in any legal or equitable proceeding against any other
110. signatory brought under or with relation to the Contract or transaction shall be additionally entitled to recover court costs and reasonable
111. attorney's fees from the non-prevailing party.
112. 17. ESCROW:The Earnest Money is deposited with Escrow Agent with the understanding that Escrow Agent(a)'is not a party to this Contract
113. and does not assume or have any liability for performance or non-performance of any party and (b) before the Escrow Agent has any
114. obligation to disburse the Earnest Money in the event of dispute,he has the right to require from all signatories a written release of liability of
115. the Escrow Agent,termination of the Contract and authorization to disburse the Earnest Money.At closing, Earnest Money shall be applied
116. to any cash down payment required,next to Buyer's closing costs and any excess refunded to Buyer.
117. 18. DUTIES OF BUYER AND SELLER AT CLOSING:
11e. A. At the closing,Seller shall deliver to Buyer,at Seller's sole cost and expense,the following:
119. (1) Except in the case of a sale via Conditional Sales Contract,a duly executed and acknowledged (A.) 't^-
120. Deed conveying good and indefeasible title in fee simple to all of the property, free and clear of any and all liens, ncumbrances,
121. conditions, easements,assessments, reservations and restrictions,except as permitted herein and/or approved by Buyer in writing and
122. execute a Vendor's Affidavit;
123. (2) An Owner's Policy of Title Insurance(the""Title Policy") issued by a reputable title insurance company chosen by the Seller(the"Title
124. Company") in the full amount of the Sales Price, dated as of closing, insuring Buyer's fee simple title to the property to be good and
125. indefeasible subject only to those title exceptions permitted herein,or as may be approved by Buyer in writing,and the standard printed
126. exceptions contained in the.usual form of the Title Policy,however:
127. (a) the exception as to area and boundaries(shall not be deleted)46all be deleted4xcept for"any shortages in area"and if deleted,
128. such deletion shall be an expense of
129. (b) The exception as to restrictive covenants shall be endorsed "None of Record," unless any existing restrictive covenants are
130. approved by Buyer;
131. (3) A Bill of Sale containing warranties to title, conveying title, free and clear of all liens, to any personal property specified herein and an
132. assignment of leases, prepaid rents, security deposits, and trade name, and to the extent assignable, licenses and permits,
133. maintenance, management or other contracts,warranties or guaranties,all duly executed by Seller;
134. (4) Seller agrees to indemnify Buyer for any and all claims, obligations and liabilities and all costs, expenses and attorneys'fees incurred,
135. based upon or arising out of any obligation, liability, loss, damage or expense, of whatever kind or nature, contingent or otherwise,
136. known or unknown, incurred under, or imposed by,any provision of Federal,state or local law or regulation,or common law, pertaining
137. to health, safety or environmental protection and arising out of any act or omission by Seller, its employees or representatives prior to
138. the Closing Date;
139. (5) A current rent roll duly certified by Seller,if applicable;
140. (6) If requested by Buyer,to the extent assignable,an assignment of any one or more of the insurance policies held by Seller pertaining to
141. the property,duly executed by Seller;
142. (7) Furnish evidence of its capacity and authority for the closing of this transaction;
143. (8) Seller agrees to provide Buyer with a certification establishing that no federal income tax is required to be withheld under the Foreign
144. Investment and Real Property Tax Act,or to consent to withholding of tax from the proceeds of sale as required,unless it is established
145. that the transaction is exempt because the purchase price is $300,000.00 or less and Buyer intends to use the property as his
146. residence;
147. (9) Execute all other necessary documents to close this transaction.
148. B. At the closing,Buyer shall perform the following:
149. (1) Pay the cash portion of the Sales Price in the form of a certified or cashier's check;
Iso. (2) Execute the note(s) and mortgage(s) provided for herein and cause the funds to be made available to the closing officer for
151. disbursement;
152. (3) Furnish evidence of its capacity and authority for the closing of this transaction;
153. (4) Furnish to Seller and/or Third Party Lender, at Buyer's expense, a mortgagee's policy issued by Title Company for the benefit of the
154. holder(s)of the mortgage(s)provided for herein;
155. (5) Execute all other necessary documents to close this transaction.
156. 19. CONDEMNATION: If prior to Closing Date condemnation proceedings are commenced against any portion of the property,Buyer may,at its
157. option. terminate this agreement by written notice to Seller within S days after Buyer is advised of the commencement of
158. condemnation proceedings, or Buyer shall have the right to appear and defend in such condemnation proceedings, and any award in
159. condemnation shall, at the Buyer's election, become the property of Seller and reduce the purchase price by the same amount or shall
160. become the property of Buyer and the purchase price shall not be reduced.
161. 20. CASUALTY LOSS: Risk of loss by damage or destruction to the Property prior to the closing shall be borne by Seller. In the event any such
162. damage or destruction is not fully repaired prior to closing, Buyer,at its option, may either(a)terminate this Agreement,or(b)elect to close
163. the transaction,in which event Seller's right to all insurance proceeds resulting from such damage or destruction shall be assigned in writing
164. by Seller to Buyer.
165. 21. RESPONSIBLE PROPERTY TRANSFER LAW:
166. A. The Owner is not required to provide a Purchaser with a Disclosure Statement pursuant to Indiana's Responsible Property Transfer Law
167. (I.C. Section 13-7-22.5-1 et seq)because(1)The Property does not contain any hazardous chemical or material; (2)the Property does
168. not contain any underground storage tanks which are or have been utilized to hold petroleum or other regulated substances; (3) the
169. Property is not listed on the Comprehensive Environmental Response, Compensation and Liability Information System; (4) and/or
170. Property is exempt from the provisions of said law.
171. B. Provided, however, if, after execution of this Agreement, Seller learns that the Property comes within the terms of the Responsible
172. Property Transfer Law, then Seller agrees to provide Buyer with the required Disclosure Document and comply with all other parts of
173. this Law.
174. 22. MISCELLANEOUS:
175. A. Any notice required or permitted to be delivered hereunder, shall be deemed received when personally delivered or sent by United
176. States mail, postage prepaid, certified and return receipt requested, addressed to Seller or Buyer, as the case may be, at the address
177. set forth below the signature of such party hereto.
178. B. This Contract shall be construed under and in accordance with the laws of the State of Indiana.
179. C. This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators,
180. legal representatives,successors,and assigns.
181. D. In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal,or unenforceable
182. in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be
183. construed as if such invalid,illegal,or unenforceable provision had never been contained herein.
184. E. This Contract constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral
18s. agreements between the parties respecting the transaction and cannot be changed except by their written consent.
186. F. Time is of the essence of this Contract.
187. G. Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number
188. shall be held to include the plural,and vice versa,unless the context requires otherwise.
189. H. All rights,duties and obligations of the signatories hereto shall survive the passing of title to,or an interest in,the property.
190. I. By signing below, the parties to this transaction acknowledge receipt of a copy of this agreement and give their permission to the
191. Multiple Listing Service of the Metropolitan Indianapolis Board of REALTORS,Inc.to publish information regarding this transaction.
192. J. In accordance with the requirements of the Indiana Real Estate License Act,Buyer is hereby advised that unless otherwise agreed to in
193. writing by the parties hereto, Listing Broker, including a Broker selling his own listing, and Selling Broker are being paid by Seller and
194. are exclusively the agent of Seller and are not the agent of the Buyer.
iss. K. This Agreement may be executed simultaneously or in two or more counterparts, each of which shall be deemed an original, but all of
196. which together shall constitute one and the same instrument.
197. 23. JERVIINATION OF OFFER Unless accepted by Seller and delivered to Buyer by S: 0o (frM (Go the
198. (I 7)„Se V ai11E_1.1Th day of 3't.4.L y , 19 9 this offer to purchase shall be null an. void and
199. all parties hereto shall stand relieved and released of any and all liability or obligations hereunder.
200. 24. CONSULT YOUR ADVISORS: Buyer and Seller acknowledge they have been advised that,prior to signing this document,they should seek
201. the advice of an attorney for the legal or tax consequences of this document and the transaction to which it relates.
202. In any real estate transaction, it is recommended that you consult with a professional, such as a civil engineer, industrial hygienist or other
203. person, with experience in evaluating the condition of the property, including the possible presence of asbestos, hazardous and/or toxic
204. materials and underground storage tanks.
205. 25. ACKNOWLEDGEMENTS: Buyer and Seller acknowledge that each has received agency disclosure forms, have had their agency options
206. explained, and now confirm the agency relationships previously entered into and confirmed above. They further acknowledge that they
207. understand and accept agency relationships involved in this transaction. By signature below the parties verify that they understand and
208. approve this Purchase Agreement and acknowledge receipt of a signed copy.
209. This Agreement may be executed simultaneously or in two or more counterparts,each of which shall be deemed an original,but all of which
210. together shall constitute one and the same instrument. Delivery +f this document may be accomplished by electronic facsimile reproduction
211. (FAX);if FAX delivery is utilized,the original document shall ' .• executed and/or delivered,if requested.
JUS 3M. 1996
DOM
212. 7124
li
213. Buyer's Signature Date Buyer's Signature Date
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214. li L ' _f! / Cid i t1d 2 OLE / C.
215. Printe. Printed
216.
217. Buyer's S.S.# or Taxpayer's I.D.# Buyer's S.S.# or Taxpayer's I.D.#
218.
219. Buyer's Address for Notice Purposes
220. ACCEPTANCE OF PURCHASE AGREEMENT
221. As the Owner(s)of the Property described herein,the above terms and conditions are accepted this /Z. day
222. of �� y , 19 (/i .
I
223. . i� Ii "14/ ' 4 1L.,_
224. Seller's
tSignature
L / / Seller's Signature
225. Cf# 'L,S 6 O P/`T&R
226. Printed Printed
227.
228. Seller's S.S.# or Taxpayer's I.D.# Seller's S.S.# or Taxpayer's I.D.#
229.
'2150 c& cf. add 45. IA) 1-/6 L60
230. Seller's Address for Notice Purposes