REAL ESTATE PURCHASE AND SALE AGREEMENT
This agreement (the "Agreement") dated June 24, 1997 is made by and between
OPUS NORTHWEST LLC, a limited liability company ("Seller") and EAGLE HARDWARE &
GARDEN, INC., a Washington corporation, or assigns ("Buyer") for purchase and
sale of that certain real property consisting of approximately 11.6 acres of
vacant land located in the west half of the proposed High Desert Village retail
development bounded by Xxxxxx Road on the north, U.S. Highway 97 on the east,
situate in Deschutes County, near the northern city limits of Bend, Oregon, any
improvements thereon and all rights appurtenant thereto (the "Property"). The
Property is shown on the preliminary site plan dated June 12, 1997 and numbered
X413-C (the "Site Plan") and attached hereto as Exhibit "A". The Property is
part of a larger piece of property owned by Seller, the legal description of
which is attached hereto as Exhibit "B".
Seller agrees to sell, and Buyer agrees to buy, the Property upon and
subject to the terms and conditions set forth below:
1. PURCHASE PRICE; PAYMENT. The total purchase price for the Property
shall be based on Five Dollars and Ninety Cents ($5.90) per square foot of land
area which includes the per square foot prorata share of all Seller's costs for
Seller's work set forth in Section 6.1 of this Agreement. It is estimated that
the Property contains 505,296 square feet and that the purchase price will be
Two Million Nine Hundred Eighty-one Thousand Two Hundred Forty-six Dollars
($2,981,246.00). The area of the Property and the total purchase price shall be
determined by a current ALTA/ACSM survey to be provided by Seller. Such survey
shall be used to create the separate legal parcel described in Section 5 below.
The purchase price shall be adjusted to the final certified square footage,
which amount, including the Deposit and interest accrued thereon, shall be paid
in cash upon closing.
2. XXXXXXX MONEY DEPOSIT. Within ten (10) business days after the
Effective Date, Buyer will deposit xxxxxxx money of fifty thousand dollars
($50,000) (the "Deposit") with First American Title Insurance Company, 0000 XX
Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000-0000 (the "Closing Agent"). The
Closing Agent shall place the Deposit in an interest-bearing account, with
interest to accrue to Buyer's benefit. If this transaction does not close for
any reason other than default by Buyer under this Agreement, the Deposit, and
all interest accrued thereon, shall be returned to Buyer. In the event of
Buyer's default under this Agreement, Seller shall have as its sole remedy the
right to terminate this Agreement and retain the Deposit, together with accrued
interest thereon, as liquidated damages.
3. TITLE INSURANCE AND SURVEY.
3.1 PRELIMINARY TITLE COMMITMENT. Within five (5) days after the
Effective Date, Seller shall provide Buyer with a current preliminary commitment
for owner's title insurance with extended coverage (ALTA Form 1970-B, as revised
in 1984, or if unavailable, Form B-1987) issued by First American Title
Insurance Company, with copies of all documents listed as exceptions set forth
therein.
3.2 ALTA/ACSM SURVEY. Within fifteen (15) days after the Effective
Date, Seller at its sole cost and expense shall provide Buyer with a current
ALTA/ACSM survey with land area certification of the Property. Buyer and Seller
agree that the legal description of the entire approximately 11.6 acres Property
shown on the new ALTA/ACSM survey shall replace, supersede and be substituted
for the legal description presently shown on Exhibit "B".
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3.3 TITLE AND SURVEY APPROVAL PERIODS. Buyer shall have ten (10)
days from the later receipt of either the preliminary commitment or the survey
(and any amendments, supplements and revisions to either in which new or revised
exceptions or items first appear) to notify Seller of its approval of or
objection to any exceptions shown in the preliminary commitment or any items on
the survey. If, within fifteen (15) days after the receipt of such notice Seller
has not removed or given reasonable written assurances to Buyer that such
disapproved exceptions or items will be removed on or before closing, Buyer may,
at its option, at any time prior to such removal or receipt of such reasonable
written assurances, terminate this Agreement by giving notice of such
termination to Seller. On such termination Closing Agent shall refund the
Deposit and all interest accrued thereon to Buyer and all rights and obligations
of Seller and Buyer under this Agreement shall terminate and be of no further
force or effect.
4. ADDITIONAL CONTINGENCIES. Buyer's obligation to purchase the Property
is subject to Buyer's satisfaction or waiver, in writing, of the following
conditions precedent, in Buyer's sole and absolute discretion, on or before the
dates described below:
4.1 FEASIBILITY. Buyer's sole determination that its proposed site
plan, building plan, parking plan and access plan for the Property are
acceptable; that utilities are available of adequate capacity to serve the
Property; and that the Property is otherwise feasible for Buyer's intended use.
4.2 STUDIES. Buyer's approval of all soils, engineering, seismic,
environmental, topography, hazardous waste, geotechnical, wetlands, drainage and
other studies that may be deemed necessary by Buyer or required by any
governmental agency in connection with the Property and Buyer's planned
development and use of the Property. Seller shall deliver all such studies in
its possession or within its control to Buyer within five (5) days from the
Effective Date.
4.3 APPROVALS AND PERMITS. Issuance of any and all required or
applicable governmental approvals including but not limited to a PUD (if
required) and plat of the Property by the City or County, subdivision approvals,
zoning or rezoning approvals, Oregon Department of Transportation highway access
and traffic signal approvals, City and/or County building permits, use permits,
design review approvals, site plan approvals, parking variances, and approvals
of any kind from any and all governmental agencies having jurisdiction over the
Property, necessary for Buyer to develop and construct it's store building,
drive-through building materials yard, garden yard and greenhouse, parking and
access drives, all as shown on Exhibit "A", and any other improvements that
Buyer deems necessary in its sole determination to conduct and operate its
selected business operations on the Property. All costs of the foregoing permits
and approvals shall be borne by Seller except those having to do with Buyer's
store building, drive-through building materials yard, garden yard and
greenhouse and signs, which shall be borne by Buyer. The timing, conditions and
cost of any or all of the permits and approvals (including any mitigation fees)
must be satisfactory to Buyer in its sole discretion.
4.4 COMPETITION. Buyer shall have no further obligation to perform
under this Agreement if any other home improvement retailer of any type is
granted a building permit or any other related permits for any location in the
City of Bend or Deschutes County within the ninety (90) day Contingency Period
set forth in Section 4.5, TIME PERIODS, below. Buyer's right to terminate this
Agreement based on this condition shall be at Buyer's sole and unfettered
discretion as opposed to any standard of good faith, fairness, or
reasonableness.
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4.5 TIME PERIODS. Buyer shall have up to thirty (30) days from the
Effective Date (the "Feasibility Period") to satisfy or waive in writing the
contingencies set forth in Sections 4.1 and 4.2. Buyer shall have up to ninety
(90) days (the "Contingency Period") from the Effective Date to satisfy or waive
in writing the contingencies set forth in Sections 4.3 and 4.4. If Buyer does
not satisfy or waive the contingencies by the applicable dates, or if Buyer
notifies Seller, in writing, on or before the applicable dates that it has
decided not to pursue the project any further and that this Agreement is
terminated, the Deposit with interest, shall be refunded to Buyer and the
Agreement shall terminate without further action.
4.6 SELLER'S CONTINGENCIES.
(a) This Agreement shall be subject to Seller's successful
negotiations with the underlying land owners related to postponing the closings
of the respective underlying parcels. This contingency shall be satisfied or
waived by Seller on or before thirty (30) days from the Effective Date or Seller
may terminate this Agreement by written notice to Buyer if given no later than
five (5) days thereafter whereupon the Deposit, with interest, shall be refunded
to Buyer.
(b) Seller's obligation to consummate closing is conditioned
upon Buyer agreeing to covenants, conditions, restrictions and easements (the
"REA") applicable to High Desert Village Shopping Center, of which the Property
is a part. A preliminary draft of the proposed REA will be delivered to Buyer on
or before thirty (30) days after expiration of the Feasibility Period.
5. SEPARATE LEGAL PARCEL. Seller shall create a separate legal parcel
for the Property (the "Eagle Parcel"), at Seller's sole cost and expense, out of
the property described in Exhibit "B". The remainder of such property shall be
hereinafter referred to as "Seller's Parcel". Seller shall complete such
separation prior to closing and shall use reasonable efforts to complete at the
earliest possible date if and to the extent reasonably requested by Buyer to
enable Buyer to expeditiously comply and proceed with the requirements of any
governmental authority.
6. SELLER'S WORK.
6.1 SELLER'S WORK. Seller shall complete all parking areas,
landscaping, access drive aisles and all other on-site improvements (except for
buildings) (shown on the site plan by W & H Pacific, numbered SPR1.0, sheet 1/3,
dated 2/20/97) on Seller's Parcel, at Seller's sole expense. Seller shall
complete all other required on or off site improvements, including but not
limited to, street accesses, curb cuts, access road improvements, paving,
landscaping, traffic signal installations and/or modifications and all required
off-site street, utility, landscaping and any other such work required to
develop High Desert Village shopping center within ninety (90) days of closing,
at Seller's sole expense. The final design and installation of Seller's work
shall coordinate with Buyer's site plan and access points.
6.2 COMMON DRIVE AISLES. Any common drive aisles on either the
Property or Seller's Parcel shall be paid for between Seller and Buyer on a pro
rata basis based on the ratio of the square footage of the land size of the
Property and Seller's Parcel.
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6.3 ROUGH GRADING OF PROPERTY. Seller shall deliver the Property
rough graded to Buyer's subgrade design elevations, plus/minus 1/10th and all
required utilities of the size and capacity to meet Buyer's requirements to
within Buyer's Property lines no later than forty-five (45) days after closing.
Buyer shall pay its pro-rata share of the cost of said rough grading only based
on its land area compared to the total land area of the center. Payment of the
rough grading costs, after Buyer's approval, shall be by separate agreement
outside of the Property purchase.
7. CLOSING.
7.1 TIME FOR CLOSING; TERMINATION DATE. This sale shall be closed in
the office of the Closing Agent within ten (10) days after all of Buyer's
conditions precedent have been satisfied or waived by Buyer. The actual closing
date shall be a date selected by Buyer and agreeable to Seller. Buyer and Seller
shall deposit in escrow with Closing Agent all instruments, documents and monies
necessary to complete the sale in accordance with this Agreement. As used
herein, "closing" or "date of closing" means the date on which all appropriate
documents are recorded and proceeds of sale are available for disbursement to
Seller. Funds held in reserve accounts pursuant to escrow instructions shall be
deemed, for purposes of this definition, as available for disbursement to
Seller.
Neither Seller nor Buyer shall be required to close, and the Deposit and
all interest thereon shall be returned to Buyer, if any exception or item
contained in the preliminary commitment for owner's title insurance is
disapproved by Buyer as herein provided and cannot be removed by the date of
closing; provided, however, that Buyer may elect to waive any disapproved
exceptions or items and close on the remaining terms. Notwithstanding the
foregoing, Seller shall remove any defect or encumbrance attaching by, through
or under Seller after the Effective Date of this Agreement. Monetary exceptions
to be discharged by Seller may be paid out of the purchase price at closing.
7.2 PRORATIONS; CLOSING COSTS. Taxes and assessments for the current
year and utilities constituting liens shall be prorated as of the date of
closing. Seller shall pay the standard owner's portion of the premium for the
title insurance policy, real estate excise, transfer and/or conveyance taxes,
the cost of conveyance tax stamps, if any, and one-half of Closing Agent's
escrow fee. Buyer shall pay the cost of recording the statutory warranty deed,
one-half of Closing Agent's escrow fee and the difference in the cost of the
premium between standard owner's and extended coverage, and the cost of all
endorsements to the title insurance policy obtained by Buyer.
7.3 POSSESSION. Buyer shall be entitled to possession upon closing.
8. CONVEYANCE OF TITLE. On closing, Seller shall execute and deliver to
Buyer a statutory warranty deed conveying good and marketable title to the
Property free and clear of any defects or encumbrances except for the lien of
real estate taxes for the current calendar year not yet due and payable, those
defects or encumbrances appearing on the preliminary commitment for title
insurance that are approved by Buyer, the REA, and all easements hereafter
granted either pursuant to the REA or to utility companies or the City of Bend
as a condition of permitting or developing improvements to the Property or the
Seller's Parcel (the "Permitted Exceptions"), and other encumbrances or defects
approved by Buyer in writing.
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As soon as available after closing, Seller shall provide to Buyer a policy
of title insurance pursuant to the preliminary commitment, dated as of the
closing date and insuring Buyer in the amount of the purchase price against loss
or damage by reason of defect in Buyer's title to the Property subject only to
the printed exclusions and general exceptions appearing in the policy form; any
Permitted Exceptions; the exceptions specified in the preliminary commitment
which Buyer has not disapproved of as provided herein; and real property taxes
and assessments that are not delinquent.
9. CONDEMNATION. If the Property is or becomes the subject of a
condemnation proceeding prior to closing which would result in any material
impairment of the Buyer to develop and operate the Property for its intended
use, then Buyer may elect either to (i) terminate this Agreement, in which event
the Deposit and interest shall be returned to Buyer and all rights and
obligations of the parties hereunder shall cease, or (ii) proceed to consummate
and close the purchase of the Property hereunder, in which event the purchase
price for the Property shall be reduced by the total of any awards or other
proceeds received by Seller at or prior to closing with respect to any such
condemnation proceeding; whereupon, at closing, Seller shall assign to Buyer all
rights of Seller in and to any awards or other proceeds payable by reason of any
such condemnation proceeding. Seller agrees to notify Buyer of eminent domain
proceedings within five (5) days after Seller learns thereof.
10. SELLER'S REPRESENTATIONS AND WARRANTIES. In addition to other
representations herein, Seller represents and warrants to Buyer that at the date
of execution hereof and as of the date of closing:
10.1 Seller, and the person signing on behalf of Seller, has full
power and authority to execute this Agreement and perform Seller's obligations
hereunder, and all necessary action to authorize this transaction has been
taken;
10.2 As of closing only, the Property is not subject to any leases,
tenancies or rights of persons in possession;
10.3 To Seller's knowledge, neither the Property nor the sale of the
Property violates any applicable statute, ordinance or regulation, nor any order
of any court or any governmental authority or agency, pertaining to the Property
or the use occupancy or condition thereof;
10.4 Seller is unaware of any material defect in the Property;
10.5 All persons and entities supplying labor, materials and equipment
to the Property have been paid and there are no claims or liens;
10.6 There are no currently due and payable assessments for public
improvements against the Property and Seller is not aware of any local
improvement district or other taxing authority having jurisdiction over the
Property in the process of formation;
10.7 As of closing, the Property has legal access to all streets
adjoining the Property;
10.8 Seller has good and marketable title to the Property;
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10.9 Seller is not a "foreign person" for purposes of Section 1445 of
the Internal Revenue Code. Prior to closing, Seller shall execute and deliver to
Closing Agent an affidavit in order to meet the Foreign Investment in Real
Property Tax Act ("FIRPTA") requirements of I.R.C. # 1445; and
10.10 Seller has not received notification of any kind from any agency
suggesting that the Property is or may be targeted for a Superfund or similar
type of cleanup. To the best of Seller's knowledge, neither the Property nor any
portion thereof is or has been used (i) for the storage, disposal or discharge
of oil, solvents, fuel, chemicals or any type of toxic or dangerous or hazardous
waste or substance, (ii) as a landfill or waste disposal site, and (iii) does
not contain any underground storage tanks. Seller agrees to indemnify, defend
and hold Buyer harmless from and against any and all loss, damage, claims,
penalties, liability, suits, costs and expenses (including, without limitation,
reasonable attorneys' fees) and also including without limitation, costs of
remedial action or cleanup, suffered or incurred by Buyer arising out of or
related to any such use of the Property, or portion thereof, occurring prior to
the conveyance to Buyer, about which Seller knew or reasonably should have known
prior to closing and did not disclose to Buyer.
11. BUYER'S AUTHORITY. Buyer represents and warrants to Seller that at
the date of execution hereof and at the date of closing Buyer, and the person
signing on behalf of Buyer, has full power and authority to execute this
Agreement and to perform Buyer's obligations hereunder.
12. DEFAULT; ATTORNEYS' FEES. If the transaction fails to close due to
default by Buyer, Seller's sole and exclusive remedy shall be to terminate this
Agreement and collect and retain any Deposit and interest as liquidated damages.
Seller hereby releases any and all right to specific performance of this
Agreement. In the event of any breach of this Agreement by Seller, the Deposit
and interest shall be returned to Buyer and Buyer shall have all rights and
remedies under applicable law, including the right to specific performance,
provided that under no circumstances shall Seller be liable to Buyer for
punitive damages. In the event of litigation between the parties hereto,
declaratory or otherwise, in connection with or arising out of this Agreement,
the prevailing party shall recover from the non-prevailing party all actual
litigation costs, actual damages and actual expenses, including attorneys' fees,
house counsel fees, paralegals' fees and other professional or consultants' fees
expended or incurred in connection therewith, as set by the court, including for
appeals, which shall be determined and fixed by the court as part of the
judgment.
In establishing the Deposit and interest paid to Escrow Company as
liquidated damages, the parties agree that the amount is a reasonable estimate,
as of the time this Agreement is being executed, of the risks and damages Seller
could suffer as a result of buyer's failure to close this transaction,
including, without limitation, the risk of freezing the purchase price or losing
the opportunity to sell for a higher price, the risk that the market for the
Property could drop substantially, the lost time value of Seller's equity
resulting from any delay in receiving payment of its equity, lost opportunities
for other investments, changes in the availability and cost of financing for
Seller's subsequent investments, and costs that Seller could incur as a result
of the Buyer's default. The foregoing provisions represent the agreement of the
parties as to what the Seller's remedy will be if the Buyer defaults by failing
to close this transaction.
BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND SPECIFICALLY
NEGOTIATED THE FOREGOING PROVISIONS AND LIMITATIONS ON REMEDIES AFTER
CONSULTATION WITH LEGAL COUNSEL OF THEIR RESPECTIVE CHOICE.
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13. NOTICES. All notices, demands, consents, approvals, and other
communications which are required or desired to be given by either party to the
other hereunder shall be in writing and shall be hand delivered, delivered by
nationally recognized private carrier (such as Federal Express), or sent by
United States registered or certified mail, postage prepaid, return address set
forth below, or to such other address as such party shall have last designated
by notice to the other. Notices, demands, consents, approvals, and other
communications shall be deemed given when delivered or, if mailed, three days
after being deposited in the United States mail, provided, the recipient
actually receives it within three days.
If to Seller:
Opus Northwest, L.L.C.
Attn: Xxxx Xxxxxxx, Vice President
000 - 000xx Xxxxxx X.X., Xxxxx 000
Xxxxxxxx, XX 00000
with a copy to each of:
Opus U.S. Corporation
Attn: Xxxxx Xxxxxxxxxx
000 Xxxx Xxxxxx
0000 Xxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000
and
Xxxxxxx Brain PLLC
Attn: Xxxxxxx X. Xxxxxxx, P.S.
56th Floor, Key Tower
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000-0000
If to Buyer:
Eagle Hardware and Garden, Inc.
Attn: Xxxxxxx X. Xxxxxx, President
000 Xxxxxx Xxxxxx XX
Xxxxxx, XX 00000
with a copy to:
Xxxxxxx X. Xxxxxxx
0000 XX Xxxx Xx.
Xxxxxxxxxx Xxxxxx, XX 00000
Either party may change its address for purposes of notices to an address which
is not a post office box, by giving notice to the other in the manner herein
prescribed.
Either party hereto may, by proper notice to the other, designate any other
address, which is not a post office box, for the giving of notice. Any notice
shall be effective when personally delivered or, if mailed as provided herein,
on the date of actual receipt.
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14. SATURDAYS, SUNDAYS AND HOLIDAYS. If any payment or any delivery of
any document is required pursuant to any term of this Agreement to be made on a
day which falls on a Saturday, Sunday or legal holiday in the State of Oregon,
or if the expiration of a period of time within which a party has the right to
give notice hereunder falls on a Saturday, Sunday or legal holiday in the State
of Oregon or the State of Washington, such payment, delivery or notice shall be
sufficiently and validly made or given if done so on the first business day
following such Saturday, Sunday or legal holiday.
15. ASSIGNMENT. Buyer may assign its rights hereunder to any person or
entity provided that an Eagle Hardware & Garden store is constructed and
operated on the site. An assignment for any other use shall require Seller's
consent which shall not be unreasonably withheld. No assignment, however, shall
release Buyer from any of its obligations under this Agreement or any agreement
arising out of or in connection with this Agreement, including, without
limitation, agreements arising out of Section 4.3 or Section 6 of this
Agreement.
16. NO NEGOTIATIONS WITH THIRD PARTY. Seller shall not negotiate nor
commit to sell, lease or otherwise transfer the Property or any portion thereof
to any other person or party as long as Buyer is proceeding in good faith to
perform its duties under this Agreement. This covenant shall remain in full
force and be legally binding upon Seller until termination of this Agreement.
17. GENERAL. This is the entire agreement of Buyer and Seller with
respect to the matters covered hereby and supersedes all prior agreements
between them, written or oral. This Agreement may be modified only in writing,
signed by Buyer and Seller. Any waivers hereunder must be in writing. No waive
of any right or remedy in the event of default hereunder shall constitute a
waiver of such right or remedy in the event of any subsequent default. This
Agreement is for the benefit only of the parties hereto and shall inure to the
benefit of and bind the heirs, personal representatives, successors and assigns
of the parties hereto. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision hereof.
18. SURVIVAL OF WARRANTIES. The terms, covenants, representations and
warranties shall not merge in the deed of conveyance, but shall survive closing.
19. COMMISSIONS. All real estate commissions and/or brokers' fees shall
be payable by Seller at closing to Xxxx & Associates, Inc. (the "Broker"). Such
commission and/or fee shall be agreed upon in a separate agreement between
Seller and Broker. Each party represents to the other that it has engaged no
other broker in connection with the negotiations leading to this Agreement.
Seller agrees to indemnify and hold Buyer harmless from and against all claims
and demands of any and all brokers or agents with respect to the Property.
20. EXHIBITS. Exhibits A and B attached hereto are incorporated herein as
if fully set forth.
Exhibit A - Site Plan
Exhibit B - Legal Description
21. EFFECTIVE DATE. The later of the Buyer's signature date and the
Seller's signature date, set forth below, shall be the "Effective Date" of this
Agreement.
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22. OREGON LAW.
22.1. ORS 93.0401. THIS INSTRUMENT WILL NOT ALLOW USE OF THE
PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS
AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON
ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR
COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS
ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930.
22.2 ZONING. THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT
BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS
SUBJECT TO LAND USE LAWS AND REGULATIONS, WHICH IN FARM OR FOREST ZONES, MAY NOT
AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE. BEFORE SIGNING OR ACCEPTING
THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK
WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES
AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES.
BUYER: EAGLE HARDWARE & GARDEN, INC.
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Typed name: Xxxx X. Xxxxxx
June 24 , 1997 It's: Vice President
---------------------------
Buyer's signature date
Address:
000 Xxxxxx Xxxxxx X.X.
Xxxxxx, XX 00000
SELLER: OPUS NORTHWEST LLC
By: /s/ Xxxx Xxxxxxx
--------------------------------
Typed name: Xxxx Xxxxxxx
June 23 , 1997 It's: Vice President
----------------------------
Seller's signature date
Address:
000 - 000xx Xxxxxx X.X.
Xxxxx 000
Xxxxxxxx, XX 00000
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EXHIBIT "A"
[SITE PLAN]
EXHIBIT B
LEGAL DESCRIPTION OF SELLER'S ENTIRE PARCEL
TO BE ATTACHED BY SELLER
The legal description of the Eagle Parcel, per Section 5, SEPARATE LEGAL
PARCEL, shall replace, supersede and be substituted for the legal description
of Seller's entire parcel, per Section 3.2, ALTA/ACSM SURVEY.
EXHIBIT "B"
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