PURCHASE AGREEMENT
Xxxxx Xxxxxxxxx Pie Shops, Inc.
Gresham, Oregon
This AGREEMENT, entered into effective as of the 2nd of April,
2002.
l. PARTIES. Seller is AEI Real Estate Fund 85-A Limited
Partnership which owns an undivided 59.8020% interest in the fee
title to that certain real property legally described in the
attached Exhibit "A" (the "Entire Property"). Buyer is Xxxxxxxx
Xxxxx Rendall ("Buyer"). Seller wishes to sell and Buyer wishes
to buy a portion as Tenant in Common of Seller's interest in the
Entire Property.
2. PROPERTY. The Property to be sold to Buyer in this transaction
consists of an undivided 16.7763 percentage interest
(hereinafter, simply the "Property") as Tenant in Common in the
Entire Property.
3. PURCHASE PRICE . The purchase price for this percentage
interest in the Entire Property is $340,000 all cash.
4. TERMS. The purchase price for the Property will be paid by
Buyer as follows:
(a) Buyer will deposit the purchase price, $340,000 into escrow
in sufficient time to allow escrow to close on the closing date.
5. CLOSING DATE. Escrow shall close on or before March 29, 2002.
6. DUE DILIGENCE. Buyer will have until the expiration of the
fifth business day (The "Review Period") after delivery of each
of following items, to be supplied by Seller, to conduct all of
its inspections and due diligence and satisfy itself regarding
each item, the Property, and this transaction. Buyer agrees to
indemnify and hold Seller harmless for any loss or damage to the
Entire Property or persons caused by Buyer or its agents arising
out of such physical inspections of the Entire Property.
(a) A copy of a title insurance commitment for an Owner's Title
insurance policy (see paragraph 8 below).
(b) A copy of a Certificate of Occupancy or other such document
certifying completion and granting permission to permanently
occupy the improvements on the Entire Property as are in Seller's
possession.
(c) A copy of an "as built" survey of the Entire Property done
concurrent with Seller's acquisition of the Property, upon
request.
(d) Lease (as further set forth in paragraph 11(a) below) of the
Entire Property showing occupancy date, lease expiration date,
rent, and Guarantys, if any, accompanied by such tenant financial
Buyer Initial: /s/ GRJ /s/ ALR
Purchase Agreement for Xxxxx Xxxxxxxxx Pie Shops, Inc., Gresham, OR
statements as may have been provided most recently to Seller by
the Tenant and/or Guarantors.
It is a contingency upon Seller's obligations hereunder that
two (2) copies of the Co-Tenancy Agreement in the form attached
hereto duly executed by Buyer and AEI Real Estate Fund 85-A
Limited Partnership and dated on the escrow closing date be
delivered to the Seller on the closing date.
Buyer may cancel this agreement for ANY REASON in its sole
discretion by delivering a cancellation notice, return receipt
requested, to Seller and escrow holder before the expiration of
the Review Period. Such notice shall be deemed effective only
upon receipt by Seller.
If Buyer cancels this Agreement as permitted under this
Section, except for any escrow cancellation fees and any
liabilities under the first paragraph of section 6 of this
agreement (which will survive), Buyer (after execution of such
documents reasonably requested by Seller to evidence the
termination hereof) will have absolutely no rights, claims or
interest of any type in connection with the Property or this
transaction, regardless of any alleged conduct by Seller or
anyone else.
Unless this Agreement is canceled by Buyer pursuant to the
terms hereof, if Buyer fails to pay the Purchase Price, Buyer
irrevocably will be deemed to be in default under this Agreement.
Seller may, at its option, declare this Agreement null and void,
in which event Buyer will be deemed to have canceled this
Agreement and relinquish all rights in and to the Property or
Seller may exercise its rights under Section 14 hereof. If this
Agreement is not canceled and the Purchase Price is paid when
required, all of Buyer's conditions and contingencies will be
deemed satisfied.
7. ESCROW. Escrow shall be opened by Seller upon acceptance of
this Agreement by both parties. The escrow holder will be a
nationally-recognized escrow company selected by Seller. A copy
of this Agreement will be delivered to the escrow holder and will
serve as escrow instructions together with the escrow holder's
standard instructions and any additional instructions required by
the escrow holder to clarify its rights and duties (and the
parties agree to sign these additional instructions). If there is
any conflict between these other instructions and this Agreement,
this Agreement will control.
8. TITLE. Closing will be conditioned on the agreement of a
title company selected by Seller to issue an Owner's policy of
title insurance, dated as of the close of escrow, in an amount
equal to the purchase price, insuring that Buyer will own
insurable title to the Property subject only to: the title
company's standard exceptions; current real property taxes and
assessments; survey exceptions; the rights of parties in
possession pursuant to the lease defined in paragraph 11 below;
all matters of public record; and other items disclosed to Buyer
during the Review Period.
Buyer shall be allowed five (5) days after receipt of said
commitment for examination and the making of any objections to
marketability thereto, said objections to be made in writing or
deemed waived. If any objections are so made, the Seller shall
be allowed eighty (80) days to make such title marketable or in
Buyer Initial: /s/ GRJ /s/ ALR
Purchase Agreement for Xxxxx Xxxxxxxxx Pie Shops, Inc., Gresham, OR
the alternative to obtain a commitment for insurable title
insuring over Buyer's objections. If Seller shall decide to make
no efforts to make title marketable, or is unable to make title
marketable or obtain insurable title, (after execution by Buyer
of such documents reasonably requested by Seller to evidence the
termination hereof) this Agreement shall be null and void and of
no further force and effect. Seller has no obligation to spend
any funds or make any effort to satisfy Buyer's objections, if
any.
Pending satisfaction of Buyer's objections, the payments
hereunder required shall be postponed, but upon satisfaction of
Buyer's objections and within ten (10) days after written notice
of satisfaction of Buyer's objections to the Buyer, the parties
shall perform this Agreement according to its terms.
9. CLOSING COSTS. Seller will pay one-half of escrow fees, the
cost of the title commitment and any brokerage commissions
payable. The Buyer will pay the cost of issuing a Standard
Owners Title Insurance Policy in the full amount of the purchase
price, if Buyer shall decide to purchase the same. Buyer will
pay all recording fees, transfer taxes and clerk's fees imposed
upon the recording of the deed, one-half of the escrow fees, and
the cost of an update to the Survey in Seller's possession (if an
update is required by Buyer.) Each party will pay its own
attorney's fees and costs to document and close this transaction.
10. REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS.
(a) Because the Entire Property (of which the Property is a
part) is subject to a triple net lease (as further set forth in
paragraph 11(a)(i), the parties acknowledge that there shall be
no need for a real estate tax proration. However, Seller
represents that to the best of its knowledge, all real estate
taxes and installments of special assessments due and payable in
all years prior to the year of Closing have been paid in full.
Unpaid real estate taxes and unpaid levied and pending special
assessments existing on the date of Closing shall be the
responsibility of Buyer and Seller in proportion to their
respective Tenant in Common interests, pro-rated, however, to the
date of closing for the period prior to closing, which shall be
the responsibility of Seller if Tenant shall not pay the same.
Seller and Buyer shall likewise pay all taxes due and payable in
the year after Closing and any unpaid installments of special
assessments payable therewith and thereafter, if such unpaid
levied and pending special assessments and real estate taxes are
not paid by any tenant of the Entire Property.
(b) All income and all operating expenses from the Entire
Property shall be prorated between the parties and adjusted by
them as of the date of Closing. Seller shall be entitled to all
income earned and shall be responsible for all expenses incurred
prior to the date of Closing, and Buyer shall be entitled to its
proportionate share of all income earned and shall be responsible
for its proportionate share of all operating expenses of the
Entire Property incurred on and after the date of closing.
Buyer Initial: /s/ GRJ /s/ ALR
Purchase Agreement for Xxxxx Xxxxxxxxx Pie Shops, Inc., Gresham, OR
11. SELLER'S REPRESENTATION AND AGREEMENTS.
(a) Seller represents and warrants as of this date that:
Except for the Lease Agreement in existence between AEI Real
Estate Fund 85-A Limited Partnership (as "Landlord") and
Xxxxx Xxxxxxxxx Pie Shops, Inc. ("Tenant"), dated September 28,
1999, Seller is not aware of any leases of the Property. The
above referenced lease agreement also includes a first right of
refusal to purchase leased premises in favor of the Tenant as set
forth in Article 34 of said lease agreement, which right shall
apply to any attempted disposition of the Property by Buyer after
this transaction.
It is not aware of any pending litigation or condemnation
proceedings against the Property or Seller's interest in the
Property.
Except as previously disclosed to Buyer and as permitted in
paragraph (b) below, Seller is not aware of any contracts Seller
has executed that would be binding on Buyer after the closing
date.
(b) Provided that Buyer performs its obligations when required,
Seller agrees that it will not enter into any new contracts that
would materially affect the Property and be binding on Buyer
after the Closing Date without Buyer's prior consent, which will
not be unreasonably withheld. However, Buyer acknowledges that
Seller retains the right both prior to and after the Closing Date
to freely transfer all or a portion of Seller's remaining
undivided interest in the Entire Property, provided such sale
shall not encumber the Property being purchased by Buyer in
violation of the terms hereof or the contemplated Co-Tenancy
Agreement.
12. DISCLOSURES.
(a) Seller has not received any notice of any material,
physical, or mechanical defects of the Entire Property, including
without limitation, the plumbing, heating, air conditioning,
ventilating, electrical system. To the best of Seller's knowledge
without inquiry, all such items are in good operating condition
and repair and in compliance with all applicable governmental,
zoning, and land use laws, ordinances, regulations and
requirements. If Seller shall receive any notice to the contrary
prior to Closing, Seller will inform Buyer prior to Closing.
(b) Seller has not received any notice that the use and
operation of the Entire Property is not in full compliance with
applicable building codes, safety, fire, zoning, and land use
laws, and other applicable local, state and federal laws,
ordinances, regulations and requirements. If Seller shall
receive any notice to the contrary prior to Closing, Seller will
inform Buyer prior to Closing.
(c) Seller knows of no facts nor has Seller failed to disclose
to Buyer any fact known to Seller which would prevent the Tenant
from using and operating the Entire Property after the Closing in
the manner in which the Entire Property has been used and
operated prior to the date of this Agreement. If Seller shall
receive any notice to the contrary prior to Closing, Seller will
inform Buyer prior to Closing.
Buyer Initial: /s/ GRJ /s/ ALR
Purchase Agreement for Xxxxx Xxxxxxxxx Pie Shops, Inc., Gresham, OR
(d) Seller has not received any notice that the Entire Property
is in violation of any federal, state or local law, ordinance, or
regulations relating to industrial hygiene or the environmental
conditions on, under, or about the Entire Property, including,
but not limited to, soil, and groundwater conditions. To the
best of Seller's knowledge, there is no proceeding or inquiry by
any governmental authority with respect to the presence of
Hazardous Materials on the Entire Property or the migration of
Hazardous Materials from or to other property. Buyer agrees that
Seller will have no liability of any type to Buyer or Buyer's
successors, assigns, or affiliates in connection with any
Hazardous Materials on or in connection with the Entire Property
either before or after the Closing Date, except such Hazardous
Materials on or in connection with the Entire Property arising
out of Seller's gross negligence or intentional misconduct. If
Seller shall receive any notice to the contrary prior to Closing,
Seller will inform Buyer prior to Closing.
(e) BUYER AGREES THAT IT SHALL BE PURCHASING THE PROPERTY IN ITS
THEN PRESENT CONDITION, AS IS, WHERE IS, AND SELLER HAS NO
OBLIGATIONS TO CONSTRUCT OR REPAIR ANY IMPROVEMENTS THEREON OR TO
PERFORM ANY OTHER ACT REGARDING THE PROPERTY, EXCEPT AS EXPRESSLY
PROVIDED HEREIN.
(f) BUYER ACKNOWLEDGES THAT, HAVING BEEN GIVEN THE OPPORTUNITY
TO INSPECT THE ENTIRE PROPERTY AND SUCH FINANCIAL INFORMATION ON
THE LESSEE AND GUARANTORS OF THE LEASE AS BUYER OR ITS ADVISORS
SHALL REQUEST, IF IN SELLER'S POSSESSION, BUYER IS RELYING SOLELY
ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY
INFORMATION PROVIDED BY SELLER OR TO BE PROVIDED EXCEPT AS SET
FORTH HEREIN. BUYER FURTHER ACKNOWLEDGES THAT THE INFORMATION
PROVIDED AND TO BE PROVIDED BY SELLER WITH RESPECT TO THE
PROPERTY, THE ENTIRE PROPERTY AND TO THE LESSEE AND GUARANTORS OF
LEASE WAS OBTAINED FROM A VARIETY OF SOURCES AND SELLER NEITHER
(A) HAS MADE INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH
INFORMATION, OR (B) MAKES ANY REPRESENTATIONS AS TO THE ACCURACY
OR COMPLETENESS OF SUCH INFORMATION EXCEPT AS HEREIN SET FORTH.
THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS
IS" BASIS, AND BUYER EXPRESSLY ACKNOWLEDGES THAT, IN
CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, EXCEPT AS
OTHERWISE SPECIFIED HEREIN IN PARAGRAPH 11(A) AND (B) ABOVE AND
THIS PARAGRAPH 12, SELLER MAKES NO WARRANTY OR REPRESENTATION,
EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING,
BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY,
TENANTABILITY, SUITABILITY FOR COMMERCIAL PURPOSES,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, IN RESPECT
OF THE PROPERTY.
The provisions (d) - (f) above shall survive Closing.
13. CLOSING.
(a) Before the closing date, Seller will deposit into escrow an
executed special warranty deed warranting title against lawful
claims by, through, or under a conveyance from Seller, but not
further or otherwise, conveying insurable title of the Property
to Buyer, subject to the exceptions contained in paragraph 8
above.
Buyer Initial: /s/ GRJ /s/ ALR
Purchase Agreement for Xxxxx Xxxxxxxxx Pie Shops, Inc., Gresham, OR
(b) On or before the closing date, Buyer will deposit into
escrow: the Purchase Price when required under Section 4 and any
additional funds required of Buyer, (pursuant to this agreement
or any other agreement executed by Buyer) to close escrow. Both
parties will sign and deliver the Co-Tenancy Agreement, and
deliver to the escrow holder any other documents reasonably
required by the escrow holder to close escrow.
(c) On the closing date, if escrow is in a position to close,
the escrow holder will: record the deed in the official records
of the county where the Property is located; cause the title
company to commit to issue the title policy; immediately deliver
to Seller the portion of the purchase price deposited into escrow
by cashier's check or wire transfer (less debits and prorations,
if any); deliver to Seller and Buyer a signed counterpart of the
escrow holder's certified closing statement and take all other
actions necessary to close escrow.
14. DEFAULTS. If Buyer defaults, Buyer will forfeit all rights
and claims and Seller will be relieved of all obligations and
will be entitled to retain all monies heretofore paid by the
Buyer. In addition, Seller shall retain all remedies available
to Seller at law or in equity.
If Seller shall default, Buyer irrevocably waives any rights
to file a lis pendens, a specific performance action or any other
claim, action or proceeding of any type in connection with the
Property or this or any other transaction involving the Property,
and will not do anything to affect title to the Property or
hinder, delay or prevent any other sale, lease or other
transaction involving the Property (any and all of which will be
null and void), unless: it has deposited the Purchase Price into
escrow, performed all of its other obligations and satisfied all
conditions under this Agreement, and unconditionally notified
Seller that it stands ready to tender full performance, purchase
the Property and close escrow as per this Agreement, regardless
of any alleged default or misconduct by Seller. Provided,
however, that in no event shall Seller be liable for any actual,
punitive, consequential or speculative damages arising out of any
default by Seller hereunder.
15. BUYER'S REPRESENTATIONS AND WARRANTIES.
a. Buyer represents and warrants to Seller as follows:
(i) In addition to the acts and deeds recited herein and
contemplated to be performed, executed, and delivered by Buyer,
Buyer shall perform, execute and deliver or cause to be
performed, executed, and delivered at the Closing or after the
Closing, any and all further acts, deeds and assurances as Seller
or the Title Company may require and be reasonable in order to
consummate the transactions contemplated herein.
(ii) Buyer has all requisite power and authority to consummate
the transaction contemplated by this Agreement and has by proper
proceedings duly authorized the execution and delivery of this
Agreement and the consummation of the transaction contemplated
hereby.
(iii) To Buyer's knowledge, neither the execution and delivery
of this Agreement nor the consummation of the transaction
contemplated hereby will violate or be in conflict with (a) any
applicable provisions of law, (b) any order of any court or other
agency of government having jurisdiction hereof, or (c) any
Buyer Initial: /s/ GRJ /s/ ALR
Purchase Agreement for Xxxxx Xxxxxxxxx Pie Shops, Inc., Gresham, OR
agreement or instrument to which Buyer is a party or by which
Buyer is bound.
16. DAMAGES, DESTRUCTION AND EMINENT DOMAIN.
(a) If, prior to closing, the Property or any part thereof be
destroyed or further damaged by fire, the elements, or any cause,
due to events occurring subsequent to the date of this Agreement
to the extent that the cost of repair exceeds $10,000.00, this
Agreement shall become null and void, at Buyer's option
exercised, if at all, by written notice to Seller within ten (10)
days after Buyer has received written notice from Seller of said
destruction or damage. Seller, however, shall have the right to
adjust or settle any insured loss until (i) all contingencies set
forth in Paragraph 6 hereof have been satisfied, or waived; and
(ii) any ten-day period provided for above in this Subparagraph
16a for Buyer to elect to terminate this Agreement has expired or
Buyer has, by written notice to Seller, waived Buyer's right to
terminate this Agreement. If Buyer elects to proceed and to
consummate the purchase despite said damage or destruction, there
shall be no reduction in or abatement of the purchase price, and
Seller shall assign to Buyer the Seller's right, title, and
interest in and to all insurance proceeds (pro-rata in relation
to the Entire Property) resulting from said damage or destruction
to the extent that the same are payable with respect to damage to
the Property, subject to rights of any Tenant of the Entire
Property.
If the cost of repair is less than $10,000.00, Buyer shall be
obligated to otherwise perform hereinunder with no adjustment to
the Purchase Price, reduction or abatement, and Seller shall
assign Seller's right, title and interest in and to all insurance
proceeds pro-rata in relation to the Entire Property, subject to
rights of any Tenant of the Entire Property.
(b) If, prior to closing, the Property, or any part thereof, is
taken by eminent domain, this Agreement shall become null and
void, at Buyer's option. If Buyer elects to proceed and to
consummate the purchase despite said taking, there shall be no
reduction in, or abatement of, the purchase price, and Seller
shall assign to Buyer the Seller's right, title, and interest in
and to any award made, or to be made, in the condemnation
proceeding pro-rata in relation to the Entire Property, subject
to rights of any Tenant of the Entire Property.
In the event that this Agreement is terminated by Buyer as
provided above in Subparagraph 16a or 16b, the Buyer agrees to
execute such documents reasonably requested by Seller to evidence
the termination hereof.
17. BUYER'S 1031 TAX FREE EXCHANGE.
While Seller acknowledges that Buyer is purchasing the
Property as "replacement property" to accomplish a tax free
exchange, Buyer acknowledges that Seller has made no
representations, warranties, or agreements to Buyer or Buyer's
agents that the transaction contemplated by the Agreement will
qualify for such tax treatment, nor has there been any reliance
thereon by Buyer respecting the legal or tax implications of the
transactions contemplated hereby. Buyer further represents that
it has sought and obtained such third party advice and counsel as
it deems necessary in regards to the tax implications of this
transaction.
Buyer Initial: /s/ GRJ /s/ ALR
Purchase Agreement for Xxxxx Xxxxxxxxx Pie Shops, Inc., Gresham, OR
Buyer wishes to novate/assign the ownership rights and
interest of this Purchase Agreement to Starker Services, Inc. who
will act as Accommodator to perfect the 1031 exchange by
preparing an agreement of exchange of Real Property whereby
Starker Services, Inc. will be an independent third party
purchasing the ownership interest in subject property from Seller
and selling the ownership interest in subject property to Buyer
under the same terms and conditions as documented in this
Purchase Agreement. Buyer asks the Seller, and Seller agrees to
cooperate in the perfection of such an exchange if at no
additional cost or expense to Seller or delay in time. Buyer
hereby indemnifies and holds Seller harmless from any claims
and/or actions resulting from said exchange. Pursuant to the
direction of Starker Services, Inc., Seller will deed the
property to Buyer.
18. CANCELLATION
If any party elects to cancel this Contract because of any breach
by another party or because escrow fails to close by the agreed
date, the party electing to cancel shall deliver to escrow agent
a notice containing the address of the party in breach and
stating that this Contract shall be cancelled unless the breach
is cured within 13 days following the delivery of the notice to
the escrow agent. Within three days after receipt of such
notice, the escrow agent shall send it by United States Mail to
the party in breach at the address contained in the Notice and no
further notice shall be required. If the breach is not cured
within the 13 days following the delivery of the notice to the
escrow agent, this Contract shall be cancelled.
19. MISCELLANEOUS.
(a) This Agreement may be amended only by written agreement
signed by both Seller and Buyer, and all waivers must be in
writing and signed by the waiving party. Time is of the essence.
This Agreement will not be construed for or against a party
whether or not that party has drafted this Agreement. If there
is any action or proceeding between the parties relating to this
Agreement the prevailing party will be entitled to recover
attorney's fees and costs. This is an integrated agreement
containing all agreements of the parties about the Property and
the other matters described, and it supersedes any other
agreements or understandings. Exhibits attached to this
Agreement are incorporated into this Agreement.
(b) If this escrow has not closed by March 29, 2002, through no
fault of Seller, Seller may either, at its election, extend the
closing date or exercise any remedy available to it by law,
including terminating this Agreement.
(c) Funds to be deposited or paid by Buyer must be good and
clear funds in the form of cash, cashier's checks or wire
transfers.
(d) All notices from either of the parties hereto to the other
shall be in writing and shall be considered to have been duly
given or served if sent by first class certified mail, return
receipt requested, postage prepaid, or by a nationally recognized
courier service guaranteeing overnight delivery to the party at
Buyer Initial: /s/ GRJ /s/ ALR
Purchase Agreement for Xxxxx Xxxxxxxxx Pie Shops, Inc., Gresham, OR
his or its address set forth below, or to such other address as
such party may hereafter designate by written notice to the other
party.
If to Seller:
AEI Real Estate Fund 85-A Limited Partnership
1300 Minnesota World Trade Center
00 Xxxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000-0000
If to Buyer:
Xxxxxxxx Xxxxx Xxxxxxx
000 Xxxx Xxxxxxx Xxxxxxx Xxxxxx
Xxxxx, XX 00000
(e) 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 AND WHICH LIMIT LAWSUITS AGAINST FARMING OR FOREST
PRACTICES AS DEFINED IN ORS 30.930 IN ALL ZONES. BEFORE SIGNING
OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING THE 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.
When accepted, this offer will be a binding agreement for valid
and sufficient consideration which will bind and benefit Buyer,
Seller and their respective successors and assigns. Buyer is
submitting this offer by signing a copy of this offer and
delivering it to Seller. Seller has five (5) business days from
receipt within which to accept this offer.
This Agreement shall be governed by, and interpreted in
accordance with, the laws of the state of Oregon.
Buyer Initial: /s/ GRJ /s/ ALR
Purchase Agreement for Xxxxx Xxxxxxxxx Pie Shops, Inc., Gresham, OR
IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the day and year above first written.
BUYER: Xxxxxxxx Xxxxx Rendall
By: /s/ Xxxxxxxx X Xxxxxxx POA Autonnia L Xxxxxxx
Xxxxxxxx X. Xxxxxxx as Power POA
of Attorney for Xxxxxxxx Xxxxx Rendall
WITNESS:
/s/ Xxxx X Xxxxxxxxx /s/ Xxxxx Xxxxxxx
Xxxx X Xxxxxxxxx Xxxxx Xxxxxxx
(Print Name)
Buyer Initial: /s/ GRJ /s/ ALR
Purchase Agreement for Xxxxx Xxxxxxxxx Pie Shops, Inc., Gresham, OR
SELLER: AEI Real Estate Fund 85-A Limited Partnership
By: Net Lease Management 85-A, Inc., its corporate
general partner
By: /s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx, President
WITNESS:
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
(Print Name)
Buyer Initial: /s/ GRJ /s/ ALR
Purchase Agreement for Xxxxx Xxxxxxxxx Pie Shops, Inc., Gresham, OR
EXHIBIT "A"
Legal Description
(Gresham, Oregon)
PARCEL 1
A tract of land located in the X.X. Xxxxxx donation Land
Claim in Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 3 East of the
Willamette Meridan, in the City of Xxxxxxx, County of
Multnomah and State of Oregon.
Beginning at the intersection of the Northerly right-of-way
of XX Xxxxxxxx Road, with the Westerly right-of-way of SE
223rd Avenue, said point being 60 feet from the center line
of XX Xxxxxxxx Xxxx (xxxxxx Xxxx Xx. 0000) and 45 feet from
the center line of SE 223rd Avenue (County Road No 3807);
thence along the Northerly right-of-way line of XX Xxxxxxxx
Road along the arc of a 11,400 foot radius curve to the
right, an arc distance of 42.88 feet of which the long chord
bears right, an arc distance of 42.88 feet of which the long
chord bears North 67 10' 52" West; thence North 67 04' 24"
West 431.12 feet to the true point of beginning of the
hereinafter described land; thence North 67 04' 24" West
along the Northerly right-of-way line of XX Xxxxxxxx Road, a
distance of 166.00 feet; thence North 22 55' 36" East 314.07
feet to a point on the Southwesterly right-of-way line of XX
000xx Xxxxxx; thence along the Southwesterly line of SE 000
xx Xxxxxx 93.85 feet along the arc of a 761.20 foot radius
curve to the left through a central angle of 7 03' 50" (the
long chord bears South 39 08' 00" East 93.79 feet); thence
along said Southwest right-of-way line South 42 39' 55" East
148.41 feet; thence South 22 55' 36" West 96.80 feet; thence
North 67 04' 24" West 52.00 feet; thence South 22 55' 36"
West 112.00 feet to the true point of beginning.
PARCEL II
A nonexclusive easement for vehicular and pedistrian
ingress, egress and access to and use of parking spaces as
set forth in Easement Agreement recorded October 29, 1997 in
Fee No. 97 167113, over the following described land:
A portion of land located within a parcel, being described
by Deed recorded in Book 2417, Page 1767, Multnomah County
Deed Records; said parcel being in the Southwest one-quarter
of Section 3, township 1 South, Range 3 East, in the City of
Xxxxxxx, County of Multnomah and State of Oregon, said
portion being more particularly described as follows;
Beginning at a point being the most Southwesterly corner of
said parcel, said point also being on the Northerly right-of-
way line of X.X. Xxxxxxxx Street; thence leaving said
Northerly right-of-way line North 22 55' 36" East 112.00
feet; thence South 67 04' 24" East 10.99 feet; thence south
22 55' 36" West 112.00 feet to said Northerly right-of-way
line; thence tracing said Northerly right-of-way line North
67 04' 24" West 10.99 feet to the point of beginning.
TOGETHER WITH a portion that begins at a point that bears
South 22 55' 36" West 31.67 feet from the most Northerly
corner of said parcel; thence South 45 45' 15" East 60.92
feet; thence North 52 37' 55" East 25.65 feet to the
Southerly right-of-way line of N.W. Fairview Drive; thence
tracing said Southerly right-of-way line South 42 39' 55"
East 30.18 feet; thence leaving said Southerly right-of-way
line South 52 23' 08" West 16.19 feet; thence South 36 54'
33" West 115.27 feet; thence South 6 05' 13" East 22.82
feet; thence south 36 41' 37" West 19.45 feet to the
Northerly right-of-way line of X.X. Xxxxxxxx Street; thence
tracing said Northerly right-of-way line North 67 04' 24"
West 32.95 feet; thence leaving said Northerly right-of-way
line North 36 42' 41" East 4.70 feet; thence North 16 02;
36" East 31.02 feet; thence North 37 24' 30" East 95.12
feet; thence North 45 02' 30" West 60.20 feet; thence North
22 55' 36" East 27.11 feet to the point of beginning.
