COMMERCIAL - INDUSTRIAL - INVESTMENT
REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract. It hat been prepared by the Utah
Association of REALTORS for the use of its members only, in their transactions
with clients and customers. Parties to this contract may agree, in writing, to
alter or delete provisions of this contact. Seek advice from your attorney or
tax advisor before entering into a binding contract.
XXXXXXX MONEY RECEIPT
The Buyer Cyberstate, Inc Nevada Corp., or Assignee offers to purchase the
Property described below and delivers as Xxxxxxx Money Deposit $ $2,500 In the
form of Check to: [X] the Brokerage, to be deposited within three business days
after Acceptance of this Offer to Purchase by all parties. [ ]the Title/Escrow
Company identified below. Brokerage or Title/Escrow Company: Xxxxxxx X X & G
Address: 0000 Xxxxxxxxxx Xxxx Received by: N/A on 7-14-97 (date) Phone Number
000-0000 [ ](if Title/Escrow Company) for deposit no later than (date) .
OFFER TO PURCHASE
1. PROPERTY: 00-000-0000
Address: 0000 Xxxx Xxxxxx City: Xxxxx County: Xxxxx State: Utah For legal
description, see attached Addendum # preliminary title report when available as
provided below.
1.1 INCLUDED ITEMS: Unless excluded herein, this sale shall include all
fixtures presently attached to the Property. The following personal property
shall also be included in this sale and conveyed under separate Xxxx of Sale
with warranties as to title: See Addendum #1
1.2 EXCLUDED ITEMS: These items are excluded from this sale:
2. PURCHASE PRICE AND FINANCING. Buyer agrees to pay for the Property as
follows:
$ 2,500 Xxxxxxx Money Deposit
$750,000 Loan proceeds: Representing the liability to be assumed by Buyer
under an existing assumable loan ( with without Seller being
release of liability) in this approximate amount with Buyer Seller
agreeing to pay any loan transfer and assumption fees. Any net
differences between the approximate balance of the loan shown above
and the actual balance at Closing shall then be adjusted in cash
other . From new institutional financing on terms no less favorable
to the Buyer than the following: N/A (interest rate for first
period prior to adjustment, if any);___N/A____ (amortization
period); N/A (term). Other than these, the loan terms shall be the
best obtainable under the loan for which the Buyer applies below.
From Seller-held financing, as described in the attached Seller
Financing Addendum.
$ 0 Other:
$ 97,500 Balance of Purchase Price in cash at closing.
$850,000 TOTAL PURCHASE PRICE
3. CLOSING. This transaction shall be closed on or before Per Add. . Closing
shall occur when: (a) Buyer and Seller have signed and delivered to each other
(or to the escrow/title company),all documents required by this Contract, by the
Lender, by written escrow instructions signed by the Buyer and the Seller, and
by applicable law; (b) the moneys required to be paid under these documents have
been delivered to the escrow / title company in the form of collected or cleared
funds; and (c) the deed which the Seller has agreed to deliver under Section 6
had been recorded. Seller and Buyer shall each pay one-half of the escrow
Closing fee, unless otherwise agreed by the parties in writing. Taxes and
assessments for the current year, rents, and interest on assumed obligations
shall be prorated as set forth in this Section. All deposits on tenancies shall
be transferred to Buyer at Closing. Prorations set forth in this Section shall
be made as of [x] date of Closing; [ ] date of possession; [ ]other
____________.
4. POSSESSION. Seller shall deliver possession to Buyer within 0 hours after
Closing.
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract the
Listing Agent G. Xxxxxx Xxxxxx Represents [x] Seller [ ] Buyer, and the Selling
Agent G. Xxxxxx Xxxxxx Represents [ ] Seller [x] Buyer. Buyer and Seller confirm
that prior to signing this Contract written disclosure of the agency
relationship was provided to him/her. ( /s/ ) Buyer's initials ( /s/ ) Seller's
initials.
6. TITLE TO PROPERTY AND TITLE INSURANCE. (a) Seller has, or shall have at
Closing, free title to the Property and agrees to convey such title to Buyer by
[ ] general [ x ] special warranty deed, free of financial encumbrances as
warranted under Section 10.6; (b) Seller agrees to pay for, and furnish Buyer at
Closing with, a current standard form Owner's policy of title insurance in the
amount of the Total Purchase Price; (c) the title policy shall conform with
Seller's obligations under subsections(a) and (b). Unless otherwise agreed under
Section 8.4, the commitment shall conform with the title insurance commitment
provided under Section 7.1. [ x ] The Buyer elects to obtain a full - coverage
extended ALTA policy of title insurance under 6 ( b ). The cost of this
coverage, above that of a standard Owner's policy, shall be paid for by the [ ]
Buyer [ x ] Seller. Also, the cost of a full-coverage ALTA survey, shall be paid
for by the [ ] Buyer [ x ]Seller.
7. SPECIFIC UNDERTAKINGS OF SELLER AND BUYER.
7.1 SELLER DISCLOSURES. The Seller will deliver to the Buyer the following
Seller Disclosures no later than the number of calendar days indicated below
which shall be days after Acceptance: (days)
[X] (a) a Seller Property Condition Disclosure for the Property,
signed and dated by Seller: 7
[X] (b) a commitment for the policy of title insurance
required under Section 6, to be issued by the title insurance
company chosen by Seller, including copies of all documents
listed as Exceptions on the Commitment: 10
[X] (c) a copy of all loan documents relating to any loan now
existing which will encumber the Property after Closing: 7
[X] (d) a copy of all leases and rental agreements now in effect
with regard to the Property together with a current rent roll: 7
[X] (e) operating statements of the Property for its last 3
full fiscal years of operation plus the current fiscal year. 10
through JUNE 1997 , certified by the Seller or by an independent
auditor: N/A
[ ] (f) tenant Estoppel agreement:
Seller agrees to pay any charge for cancellation of the title commitment
provided under subsection (b).
If Seller does not provide any of the Seller Disclosures within the time periods
agreed above, the Buyer may either waive the particular Seller Disclosure
requirement by taking no timely action or the Buyer may notify the Seller in
writing within 3 calendar days after the expiration of the particular disclosure
time period that the Seller is in Default under this Contract and that the
remedies under Section 16 are at the Buyer's disposal. The holder of the Xxxxxxx
Money Deposit shall,
upon receipt of a copy of Buyer's written notice, return to the Buyer the
Xxxxxxx Money Deposit without the requirement of further written authorization
from the Seller.
7.2 BUYER UNDERTAKINGS. The Buyer agrees to: I II
[ ] (a) Apply for approval of the assumption or funding
of the loan proceeds described in Section 2 by completing,
signing, and delivering to the Lender the initial loan application
and documentation required by the Lender and by paying all
fees as required by the Lender (including appraisal fee) no
late than calendar days after Acceptance; and N/A N/A
[ ] (b) No later than N/A calendar days after Acceptance,
obtain from the Lender to whom application is made under
subsection (a) a written commitment to approve the
assumption of the existing loan or to fund the new loan subject
only to changes of conditions in Buyer's credit worthiness
and to normal loan closing procedures; or, if Buyer elects,
providing the Seller with absolute assurance, within
the same time frame, that the proceeds required for funding
the Total Purchase Price are available. N/A N/A
These Buyer Undertakings are at the sole expense of the Buyer and are material
elements of this Contract for the benefit of both the Buyer and the Seller. If
Buyer does not initiate any Buyer Undertaking and provide Seller with written
confirmation in the time agreed above, the Seller may either waive the
particular Buyer Undertaking requirement by taking no timely action or the
Seller may notify the Buyer in writing within 10 calendar days of the expiration
of the particular undertaking time period that the Buyer is in Default under
this Contract and that the remedies under Section 16 are at the Seller's
disposal. The holder of the Xxxxxxx Money Deposit shall, upon receipt of a copy
of Seller's written notice, deliver to the Seller the Xxxxxxx Money Deposit
without the requirement of further written authorization from the Buyer.
7.3 ADDITIONAL DUE DILIGENCE. The Buyer shall undertake the following Additional
Due Diligence elements at its own expense and for its own benefit for the
purpose of complying with the Contingencies under Section 8:
[X] (a) Ordering and obtaining an appraisal of the Property if one is not
otherwise required under Section 7.2;
[X](b) Ordering and obtaining a survey of the Property if one is not
otherwise required under Section 6;
[X](c) Ordering and obtaining any environmentally related study of the
Property;
[X](d) Ordering and obtaining a physical inspection report regarding, and
completing a personal inspection of, the Property;
[X](e) Requesting and obtaining verification that the Property complies
with all applicable federal, state, and local laws, ordinances, and
regulations with regard to zoning and permissible use of the Property.
Liquor license to be transferrable est. (60 days) Seller agrees to
cooperate fully with Buyer's completing these Due Diligence matters and to
make the Property available as reasonable and necessary for the same.
8. CONTINGENCIES. This offer is subject to the Buyer's approving in its sole
discretion the Seller Disclosures, the Buyer Undertakings, and Additional Due
Diligence matters in Section 7. However, the Buyer's discretion in approving the
terms of the loan under subsection 7.2(b) is subject to Buyer's covenant with
regard to minimally acceptable financing terms under Section 2.
8.1 Buyer shall have 30 Calendar days after the times specified in Section
7.1 and 7.2 for receipt of Seller Disclosures, and for completion of Buyer
Undertakings to review the content of the disclosures and the outcome of
the undertakings. The latest applicable date under Section 7.1 and 7.2
applies for completing a review of Additional Due Diligence matters under
Section 7.3.
8.2 If Buyer does not deliver a written objection to Seller regarding a
Seller Disclosure, Buyer Undertaking, or due Diligence matter within the
time provided in Section 8.1, that term will be deemed approved by Buyer.
8.3 If Buyer objects, Buyer and Seller shall have 30 Calendar days after
receipt of the objections to resolve Buyer's objections. Seller my, but
shall not be required to, resolve Buyer's objections. Likewise, the Buyer
is under no obligation to accept any resolution proposed by the Seller. If
Buyer's objections are not resolved within the stated time Buyer may void
this Contract by providing written notice to Seller within the same stated
time. The holder of the Xxxxxxx Money Deposit shall, upon receipt of a copy
of Buyer's written notice, return to Buyer the Xxxxxxx Money Deposit
without the requirement of any further written authorization from Seller.
If this Contract is not voided by Buyer, Buyer's objection is deemed to
have been waived. However, this waiver does not affect warranties under
Section 10.
8.4 Resolution of Buyer's objections under Section 8.3 shall be in writing
and shall become part of this Contract.
9. SPECIAL CONTINGENCIES. This offer is made subject to: The terms of attached
Addendum # 1 Are incorporated into this Contract by this reference.
10. SELLER'S LIMITED WARRANTIES. Seller's warranties to Buyer regarding the
Property are limited to the following:
10.1 When Seller delivers possession of the Property to Buyer, it will be
broom-clean and free of debris and personal belongings;
10.2 Seller will deliver possession of the Property to Buyer with the
plumbing, plumbed fixtures, heating, cooling, ventilating, electrical and
sprinkler (indoor and outdoor) systems, appliances, and fireplaces in
working order;
10.3 Seller will deliver possession of the Property to Buyer with the roof
and foundation free of leaks known to Seller;
10.4 Seller will deliver possession of the Property to Buyer with any
private well or septic tank serving the Property in working order and in
compliance with governmental regulations;
10.5 Seller will be responsible for repairing any of Seller's
moving-related damage to the Property.
10.6 At Closing, Seller will bring current all financial obligations
encumbering the Property which are assumed in writing by Buyer and will
discharge all such obligations which Buyer has not so assumed;
10.7 As of Closing, Seller has no knowledge of any claim or notice of an
environmental, building, or zoning code violation regarding the Property
which has not been resolved.
11. VERIFICATION OF WARRANTED AND INCLUDED ITEMS. After all contingencies have
been removed and before Closing, the Buyer may conduct a "walk-through"
inspection of the Property to determine whether or not items warranted by Seller
in Section 10.1, 10.2, 10.3 and 10.4 are in the warranted condition and to
verify that items included in Section 1.1 are presently on the Property. If any
item is not in the warranted condition, Seller will correct, repair or replace
it as necessary or, with the consent of Buyer and (if required) Lender, escrow
an amount at Closing to provide for such repair or replacement. The Buyer's
failure to conduct a "walk-through" inspection or to claim during the
"walk-through" inspection that the Property does not include all items
referenced on Section 1.1 or is not in the condition warranted in Section 10 ,
shall constitute a waiver of Buyer's rights under Section 1.1 and of the
warranties contained in Section 10.
12. Changes during Transaction. Seller agrees that no changes in any existing
leases shall be made, no new leases entered into, and no substantial alterations
or improvements to the Property shall be undertaken without the written consent
of the Buyer.
13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership,
trust, estate, or other entity, the person signing this Contract on its behalf
warrants his or her authority to do so and to bind Buyer or Seller and the heirs
or successors in interest to Buyer or Seller . If the Seller is not the vested
Owner of the Property but has control over the vested Owner's disposition of the
Property, the Seller agrees to exercise this control and deliver title under
this Contract as if it had been signed by the vested Owner.
14. COMPLETE CONTRACT. This instrument (together with its Addenda, any attached
Exhibits, and Seller Disclosure) constitutes the entire Contract between the
parties and supersedes all prior dealings between the parties. This Contract
cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION. The parties agree that any dispute or claim relating to
this Contract, including but not limited to the disposition of the Xxxxxxx Money
Deposit and the breach or termination of this Contract, shall first be submitted
to mediation in accordance with the Utah Real Estate Buyer/Seller Mediation
Rules of the American Arbitration Association. Each party agrees to bear its own
costs of mediation. Any Agreement signed by the parties pursuant to the
mediation shall be binding. If mediation fails, the procedures applicable and
remedies available under this Contract shall apply. Nothing in this Section
shall prohibit the Buyer
from seeking specific performance be the Seller by filing a complaint with the
court, serving it on the Seller by means of summons or as otherwise permitted by
law, and recording a lis pendens with regard to the action provided that the
Buyer permits the Seller to refrain from answering the complaint pending
mediation. Also, the parties may agree in writing to waive mediation.
16. DEFAULT. If Buyer defaults, Seller may elect to either retain the Xxxxxxx
Money Deposit as liquidated damages or to return the Xxxxxxx Money Deposit and
xxx Buyer to enforce Seller's rights. If Seller defaults, in addition to return
of the Xxxxxxx Money Deposit, Buyer nay elect to either accept from Seller as
liquidated damages a sum equal to the Xxxxxxx Money Deposit or xxx Seller for
specific performance and/or damages. If Buyer elects to accept the liquidated
damages, Seller agrees to pay the liquidated damages to Buyer upon demand. Where
a Section of this Contract provides a specific remedy, the parties intend that
the remedy shall be exclusive regardless of rights which might otherwise
available under common law.
17. ATTORNEY'S FEES. In any action arising out of this Contract, the prevailing
party shall be entitled to costs and reasonable attorney's fees.
18. DISPOSITION OF XXXXXXX MONEY. The Xxxxxxx Money Deposit shall nor be
released unless it is authorized by: (a) Section 7.1, 7.2 and 8.3; (b) separate
written agreement of the parties, including an agreement under Section 15 if (a)
does not apply; or (c) court order.
19. ABROGATION. Except for express warranties made in this Contract, the
provisions of this Contract, shall not apply after Closing.
20. RISK OF LOSS. All risk of loss or damage to the Property shall be borne by
Seller until Closing.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this transaction. Extensions must be agreed to in writing by all parties.
Performance under each Section of this Contract which references a date shall be
required absolutely by 5:00 P.M., Mountain Time on the stated date.
22. COUNTERPARTS AND FACSIMILE (FAX) DOCUMENTS. This Contract may be signed in
counterparts, and each counterpart bearing an original signature shall be
considered one document with all others bearing original signature. Also,
facsimile transmission of any singed original document and re-transmission of
any signed facsimile transmission shall be the same as delivery of an original.
23. ACCEPTANCE. Acceptance occurs when Seller or Buyer, responding to an offer
or counteroffer of the other; (a) signs the offer or counteroffer where noted to
indicate acceptance; and (b) communicates to the other party or the other
party's agent that the offer or counteroffer has been signed as required.
24. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept this offer by [ ] AM [ x ]
PM Mountain Time, 5:00, 7-18-97 , , this offer shall lapse; and the holder of
the Xxxxxxx Money Deposit shall return it to the Buyer.
/s/ XxxxxxXxxx Xxxxxxx
(Buyer's Signature) (Offer Reference Date)
XxxxxxXxxx Xxxxxxx
Buyer's Name (please print)
-------------------------------------- ---------
(Notice Address) (Phone)
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ACCEPTANCE/REJECTION/COUNTEROFFER
Acceptance of Offer to Purchase: Seller Accepts the foregoing offer on the terms
and conditions specified above.
--------------------------------------
(Seller's Signature) (Date) (Time)
--------------------------------------
Seller's Name (please print)
------------------------------------------ ----------------
(Notice Address) (Phone)
Rejection: Seller Rejects the foregoing offer.
____________ (Seller's initials) __________________(Date) ________________(Time)
[ x ] Counter Offer: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions or modifications as specified in the attached
Counter Offer #_____1______.
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DOCUMENT RECEIPT
State Law requires Broker to furnish Buyer and Seller with copies of this
Contract bearing all signatures. (One of the following alternatives must
therefore be completed).
A. [ ] I acknowledge receipt of a final copy of the foregoing Contract
bearing all signatures:
SIGNATURE OF SELLER SIGNATURE OF BUYER
---------------------------- --------- ---------------------- ---------
Date Date
---------------------------- --------- ---------------------- ---------
Date Date
B. [ ] I personally caused a final copy of the foregoing contract bearing
all signatures to be mailed on _____________, 19______ by certified Mail and
return receipt attached hereto to the [ ] Seller [ ] Buyer, Sent by
_______________
Seller's Initials ( ) Date __________ Buyer's Initials ( ) Date _______________
ADDENDUM NO. 3
TO
REAL ESTATE PURCHASE CONTRACT
THIS IS AN [ ] ADDENDUM [ X ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with and Offer Reference Date of 7-14-97 , 19 , including all prior
addenda and counteroffers, between Cyberstate Inc., Nevada Corp. as Buyer, and
Xxxxx Xxxxxx as Seller, regarding the Property located at 0000 Xxxx Xxxxxx,
Xxxxx . The following terms are hereby incorporated as part of the REPC:
#1 10% on 20 years for $700,000
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#2 $150,000 down
-----------------
#4 Closing Seller Release Xxxx # 000 #000 #000
-------------------------------------------------
#5 Subject to America 1st approval
----------------------------------
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain in the same. [ ]
Seller [ ] Buyer shall have until _________ [ ] AM [ ] PM Mountain Time , 19 ,
to accept the terms of this ADDENDUM in accordance with the provisions of
Section 23 of the REPC. Unless so accepted, the offer as set forth in this
ADDENDUM shall lapse.
/s/ Xxxxx X. Xxxxxx
-------------------
[ ] Buyer [ X ] Seller Signature Date Time
_______________________________________________________
[ ] Buyer [ ] Seller Signature Date Time
ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[ X ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this
ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. .
/s/ XxxxxxXxxx Xxxxxxx (Pres)
(Signature) (Date) (Time)
_______________________________________
(Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
_______________________________________
(Signature) (Date) (Time)
_______________________________________
(Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE JUNE 12, 1996. IT REPLACES AND SUPERSEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM
