Exhibit 10.7
PURCHASE AGREEMENT
This form approved by the Minnesota Association of
REALTORS(R); Minnesota Association of REALTORS(R)
disclaims any liability arising out of use of
misuse of this form.
Date 02-21-2004
RECEIVED OF Xxxx Xxxxxxx and/or assigns the sum of two-hundred fifty-thousand
and no/100 Dollars ($250,000.00) by check as xxxxxxx money. Said xxxxxxx money
is part payment for the purchase of the property located at:
Street Address: 00000 Xxxxxxx Xxx S and 00000 Xxxxxxx Xxx X.
Xxxx xx Xxxxxx, Xxxxxx of Xxxxx, State of Minnesota,
Legally described as: PID#: 00-000-0000; 00-000-0000; 00-000-0000; 00-000-0000;
00-000-0000; 00-000-0000; 00-000-0000
including the following property, if any, owned by Seller and used and located
on said property: garden bulbs, plants, shrubs, and trees; storm sash, storm
doors, screens and awnings; window shades, blinds, traverse and curtain and
drapery rods; attached lighting fixtures and bulbs; plumbing fixtures, water
heater, heating plants (with any burners, tanks, stokers and other equipment
used in connection therewith), central air conditioning equipment, electronic
air filter, Water Softener [NONE], built-in humidifier and dehumidifier, liquid
gas tank and controls (if the property of Seller), sump pump; attached
television antenna, cable TV jacks and wiring; BUILT-INS: dishwashers, garbage
disposals, trash compactors, ovens, xxxx top stoves, microwave ovens, hood fans,
intercoms; ATTACHED: carpeting; mirrors; garage door openers and all controls;
smoke detectors; fireplace screens; doors and heatolaters; AND the following
personal property and equipment not included - see page 3 of 3 (addendum).
all of which property Seller has this day agreed to sell to Buyer for sum of:
($1,400,000.00) one-million four-hundred thousand and no/100 Dollars, which
Buyer agrees to pay in the following manner: Xxxxxxx money of $250,000.00 and
$100,000.00 cash on or before April 30,2004, the date of closing, and the
balance of $1,050,000.00 by financing in accordance with the attached addendum:
Conventional
This Purchase Agreement IS NOT contingent upon the sale of another property.
Attached are other addenda which are made a part of this Purchase Agreement.
(Enter page or pages on line 2)
DEED/MARKETABLE TITLE: Upon performance by Buyer, Seller shall deliver a
Warranty Deed, conveying marketable title, subject to: (A) Building and zoning
laws, ordinances, state and federal regulations; (B) Restrictions relating to
use or improvement of the property without effective forfeiture provisions; (C)
Reservation of any mineral rights by the State of Minnesota; (D) Utility and
drainage easements which do no interfere with existing improvements; (E) Rights
of tenants is as follows (unless specified, not subject to tenancies): See Lease
referenced in Addendum; (F) Others (Must be specified in writing):
TITLE & EXAMINATION: Seller shall, within a reasonable time after acceptance of
this agreement, furnish an abstract of title, or a registered property abstract,
certified to date to include proper searches covering bankruptcies, state and
federal judgments and liens, and levied and pending special assessments. Buyer
shall be allowed 10 business days after receipt of abstract for examination of
title and making any objections which shall be made in writing or deemed waived.
If any objection is so made, Seller shall have 10 business days from receipt of
Buyer's written title objections to notify Buyer of Seller's intention to make
title marketable within 120 days from Seller's receipt of such written
objection. If notice is given, payments hereunder required shall be postponed
pending correction of title, but upon correction of title and within 10 days
after written notice to Buyer the parties shall perform this Purchase Agreement
according to its terms. If no such notice is given or if notice is given but
title is not corrected within the time provided for, this Purchase Agreement
shall be null and void, at option of Buyer; neither party shall be liable for
damages hereunder to the other and xxxxxxx money shall be refunded to Buyer;
Buyer and Seller agree to sign cancellation of Purchase Agreement. Buyer agrees
to accept an owner's title policy in the full amount of the purchase price in
lieu of an abstract of title if the property is subject to a master abstract or
if no abstract of title is in Seller's possession or control. If Buyer is to
receive such policy (1) the title examination period shall commence upon Buyer's
receipt of a current title insurance commitment and (2) Seller shall pay the
entire premium for such policy if no lender's policy is obtained, and only the
additional cost of obtaining a simultaneously issued owner's policy if a
lender's policy is obtained (Buyer shall pay the premium for the lender's
policy).
REAL ESTATE TAXES shall be paid as follows:
Buyer shall pay, prorated from day of closing, real estate taxes due and payable
in the year 2004. Seller shall pay, prorated to day of closing, real estate
taxes due and payable in the year 2004. In the event the closing date is
changed, the real estate taxes paid shall, if prorated, be adjusted to the new
closing date. Seller warrants taxes due and payable in the year 2004 will be
NON-homestead classification. In the event 2004 real estate taxes are part or
non-homestead classification, Seller agrees to pay Buyer at closing $0 toward
the non-homestead portion of the real estate taxes. Buyer agrees to pay any
remaining balance of non-homestead taxes when they become due and payable.
Neither Seller nor Agent(s) make any representation concerning the amount of
subsequent real estate taxes.
SPECIAL ASSESSMENTS shall be paid as follows:
BUYER AND SELLER SHALL PRORATE AS OF THE DATE OF CLOSING all installments of
special assessments certified for payment with the real estate taxes due and
payable in the year of closing.
SELLER XXXXXX PAY on date of closing all other special assessments levied as of
the date of closing. SELLER SHALL PROVIDE FOR PAYMENT OF special assessments
pending as of the date of closing for improvements that have been ordered by the
City Council or other assessing authorities.
SELLER XXXXXX PAY on date of closing any deferred real estate taxes or special
assessments payment of which is required as a result of the closing of this
sale. Buyer shall pay real estate taxes due and payable in the year following
the closing and thereafter and any unpaid special assessments payable therewith
and thereafter, the payment of which is not otherwise provided.
POSSESSION: Seller shall deliver possession of property no late than one day
after closing.
SUBDIVISION OF LAND: If this sale constitutes or requires a subdivision of land
owned by Seller, Seller shall pay all subdivision expenses and obtain all
necessary governmental approvals. Seller warrants the legal description of the
real property to be conveyed has been or will be approved for recording as of
the date of closing.
GENERAL WARRANTIES: SELLER WARRANTS THAT THE BUILDINGS, IF ANY, ARE ENTIRELY
WITHIN THE BOUNDARY LINES OF THE PROPERTY. SELLER WARRANTS THAT THERE IS A RIGHT
OF ACCESS TO THE PROPERTY FROM A PUBLIC RIGHT OF WAY. THESE WARRANTIES SHALL
SURVIVE THE DELIVERY OF THE DEED OR CONTRACT FOR DEED.
SELLER WARRANTS THAT PRIOR TO THE CLOSING PAYMENT IN FULL WILL HAVE BEEN MADE
FOR ALL LABOR, MATERIALS, MACHINERY, FIXTURES OR TOOLS FURNISHED WITHIN THE 120
DAYS IMMEDIATELY PRECEDING THE CLOSING DATE IN CONNECTION WITH CONSTRUCTION,
ALTERATION OR REPAIR OF ANY STRUCTURE ON OR IMPROVEMENT TO THE PROPERTY.
SELLER WARRANTS THAT SELLER HAS NOT RECEIVED ANY NOTICE FROM ANY GOVERNMENTAL
AUTHORITY AS TO VIOLATION OF ANY LAW, ORDINANCE OR REGULATION. IF THE PROPERTY
IS SUBJECT TO RESTRICTIVE COVENANTS, SELLER WARRANTS THAT SELLER HAS NOT
RECEIVED ANY NOTICE FROM ANY PERSON OR AUTHORITY AS TO A BREACH OF THE
COVENANTS. ANY NOTICES RECEIVED BY SELLER WILL BE PROVIDED TO BUYER IMMEDIATELY.
SPECIAL WARRANTIES EXCEPT AS NOTED ON REAL ESTATE TRANSFER DISCLOSURE STATEMENT:
SELLER WARRANTS THAT THE PROPERTY IS DIRECTLY CONNECTED TO: CITY SEWER YES X NO
__ CITY WATER YES X NO __. SELLER WARRANTS THAT ALL APPLIANCES, HEATING, AIR
CONDITIONING, WIRING AND PLUMBING SYSTEMS USED AND LOCATED ON SAID PROPERTY WILL
BE IN PROPER WORKING ORDER ON THE DATE OF CLOSING. BUYER HAS THE RIGHT TO
INSPECT PROPERTY PRIOR TO CLOSING. BUYER ACKNOWLEDGES THAT NO ORAL
REPRESENTATIONS HAVE BEEN MADE BY EITHER SELLER OR AGENT(S) REGARDING POSSIBLE
PROBLEMS OF WATER IN BASEMENT, OR DAMAGE CAUSED BY WATER OR ICE BUILD-UP ON THE
ROOF OF THE PROPERTY AND BUYER RELIES SOLELY IN THAT REGARD ON THE FOLLOWING
STATEMENT BY SELLER:
SELLER HAS NOT HAD A WET BASEMENT, AND HAS NOT HAD ROOF, WALL OR CEILING DAMAGE
CAUSED BY WATER OR ICE BUILD-UP (If answer is HAS, see Seller's explanation on
the real estate transfer disclosure statement, if applicable.) Buyer HAS NOT
received and accepted a real estate transfer disclosure statement. (If answer is
HAS NOT, Buyer relies solely on Buyer's own inspection of the property and the
warranties of Seller expressly set forth in this agreement.) BUYER HAS RECEIVED
THE TRUTH IN HOUSING INSPECTION REPORT, IF REQUIRED BY MUNICIPALITY. BUYER &
SELLER INITIAL: Buyer(s) EF Seller(s) RHD.
RISK OF LOSS: If there is any loss or damage to the property between the date
hereof and the date of closing, for any reason including fire, vandalism, flood,
earthquake or act of God, the risk of loss shall be on Seller. If the property
is destroyed or substantially damaged before the closing date, this Purchase
Agreement shall become null and void, at Buyer's option, and xxxxxxx money shall
be refunded to Buyer; Buyer and Seller agree to sign cancellation of Purchase
Agreement.
BUYER/SELLER ARBITRATION SYSTEM:
ANY CLAIM OR DEMAND OF SELLER(S), BUYER(S), BROKER(S) OR AGENT(S), OR ANY OF
THEM, ARISING OUT OF OR RELATING TO THE PHYSICAL CONDITION OF THE PROPERTY
COVERED BY THIS PURCHASE AGREEMENT (INCLUDING WITHOUT LIMITATION CLAIMS OF
FRAUD, MISREPRESENTATION, WARRANTY AND NEGLIGENCE), SHALL BE SETTLED BY
ARBITRATION IN ACCORDANCE WITH THE RULES, THEN IN EFFECT, ADOPTED BY THE
AMERICAN ARBITRATION ASSOCIATION AND THE MINNESOTA ASSOCIATION OF REALTORS(R).
THIS IS A SEPARATE VOLUNTARY AGREEMENT BETWEEN THE PARTIES AND BROKERS/AGENTS.
FAILURE TO AGREE TO ARBITRATE DOES NOT AFFECT THE VALIDITY OF THIS PURCHASE
AGREEMENT. THIS DISPUTE RESOLUTION SYSTEM IS ONLY ENFORCEABLE IF ALL PARTIES AND
BROKERS/AGENTS HAVE AGREED TO ARBITRATE AS ACKNOWLEDGED BY INITIALS BELOW.
Buyer(s) EF Seller(s) RHD LISTING BROKER/AGENT _______ SELLING BROKER/AGENT
TIME OF ESSENCE: Time is of the essence in this Purchase Agreement.
ENTIRE AGREEMENT: This Purchase Agreement, any attached exhibits and any addenda
or amendments signed by the parties, shall constitute the entire agreement
between Seller and Buyer, and supercedes any other written or oral agreements
between Seller and Buyer. This Purchase Agreement can be modified only in
writing signed by Seller and Buyer.
ACCEPTANCE: Buyer understands and agrees that this Purchase Agreement is subject
to acceptance by Seller in writing. Agents are not liable or responsible for any
covenants, obligations or warranties made in this Purchase Agreement, except the
agents are liable to return or account for the xxxxxxx money and to arbitrate,
if so agreed. The delivery of all papers and monies shall be made at the listing
broker's office.
DEFAULT: If title is marketable or is corrected as provided herein, and Buyer
defaults in any of the agreements herein, Seller may terminate this Purchase
Agreement and payments made hereunder may be retained by Seller and Agent, as
their respective interests may appear. This provision shall not deprive either
Buyer or Seller of the right to recover damages for a breach of this agreement
or of the right of specific performance of this agreement, provided this
Purchase Agreement is not terminated, and further provided, as to specific
performance, such action is commenced within six months after such right of
action arises.
AGENCY DISCLOSURE: [NONE] STIPULATES HE OR SHE IS REPRESENTING THE __________ IN
THIS TRANSACTION. THE LISTING AGENT OR BROKER STIPULATES HE OR SHE IS
REPRESENTING THE SELLER IN THIS TRANSACATION. BUYER & SELLER INITIAL:
Buyers (s) _______ Seller(s) _______
--------------------------------------------------------------------------------
I agree to purchase the property for
the price on the terms and
conditions set forth above.
/s/ Xxxx Xxxxxxx 2/21/04
/s/ Xxxxxx X. Xxxxx 2/21/04 Xxxx Xxxxxxx
Xxxxxx X. Xxxxx
Vice President
XXXXXXXX TECHNOLOGIES OF MINNESOTA, INC.
DATE OF FINAL ACCEPTANCE 2-21-04 SELLER'S AGENT NONE
--------------------------------------------------------------------------------
THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYERS AND SELLERS.
IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AND APPROPRIATE PROFESSIONAL.
--------------------------------------------------------------------------------
ADDENDUM TO
PURCHASE AGREEMENT
This form approved by the Minnesota Association of
REALTORS(R); Minnesota Association of REALTORS(R)
disclaims any liability arising out of use of
misuse of this form.
Date 02-21-2004
-------------------------------------------------------------------------------
Addendum to Purchase Agreement between parties dated 2/21/2004 pertaining to the
purchase and sale of the property at 12420 and 00000 Xxxxxxx Xxx. S.; Savage,
MN.
Personal property not included: Office furniture, file cabinets, copiers,
computers, fax machines, and other misc. office equipment. Also no plant
machinery and equipment/tools used to conduct business in or on the premises;
all inventoried products and/or raw materials; and all rolling stock (power
units, trailers, and roll-off cages) shall not be included.
12 year Lease Agreement, terms and conditions spelled out there in and agreed
to:
-Triple Net Lease
Years Dollar amount per month
----- -----------------------
1 through 4 $16,250.00
5 though 8 $17,550.00
9 through 12 $18,950.00
See included surveys titled exhibits A and B for detailed land descriptions.
/s/ Xxxxxx X. Xxxxx 2-21-04 /s/ Xxxx Xxxxxxx 2-21-04
