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CONTRACT FOR SALE BY PGI & VG OFFICE PARTNERSHIP

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EXHIBIT 10.34



CONTRACT FOR SALE

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VG OFFICE PARTNERSHIP '95, LTD., a Texas limited partnership ("Seller"), and THE PRIME GROUP, INC., an Illinois corporation ("Purchaser"), agree as follows:



1. Agreement for Sale of the Land. Subject to the terms and conditions of this Contract For Sale (this "Contract"), Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, the following real and personal property (collectively, the "Property"):



a. That certain real property located in Travis County, Texas, bounded to the east and to the north by Gaines Ranch Loop and to the south by MoPac Expressway (Loop 1), and containing not more than four (4) acres of land, together with any and all improvements located on such land, and all of the rights, privileges, easements and appurtenances belonging or appertaining to such land and improvements, including any right, title and interest in and to streets, alleys and rights-of-way adjacent to such land (all of the foregoing being collectively referred to herein as the "Real Property"), all of which shall be subject to the encumbrances, restrictions and other matters which become Permitted Exceptions pursuant to paragraph 5.b below. The land is situated generally within the area depicted on the site plan set forth on Exhibit A attached hereto and incorporated herein by reference (the "Site Plan"), and shall be more particularly reflected in the survey to be provided in accordance with paragraph 4 below.



b. All tangible or intangible personal property or interest therein now or hereafter owned or held by Seller in connection with the Real Property (or any portion thereof) or the ownership, operation, management or use thereof, including, but not limited to, (1) the allocation of impervious cover and buildable area to the extent reasonably necessary to permit the development of the Facilities (as defined in paragraph 11 below) in accordance with the provisions of this Contract; (2) the non-exclusive right to use and incorporate trade style or trade names used by Seller in connection with the Real Property, including but not limited to the name "Gaines Ranch"; (3) any and all contract rights and other agreements or leases affecting the Real Property (provided that, if such contract rights, agreements or leases affect real property other than the Real Property, Seller shall retain an interest in and the benefit of all such rights, agreements and leases to the extent applicable to or otherwise necessary in the operation or development of such other real property); (4) all plans and specifications or other construction drawings of any type in Seller's possession or control prepared in connection with the construction of any improvements or proposed improvements on the Real Property; (5) all current assignable contracts, guarantees and warranties (including guarantees and warranties pertaining to the acquisition of the Real Property, or any portion thereof, by Seller), licenses and other permits, approvals, authorizations, certificates, permissions, no action letters and similar assurances issued by any private person or persons or by any governmental or quasi-governmental authority or authorities to the extent relating to the Real Property, or any portion thereof, or to the ownership, operation, management or use thereof; (6) all site plans, surveys, soil and substrata studies, water studies, environmental studies, architectural renderings, engineering plans, and other plans, diagrams, or studies of any kind relating to the Real Property, or any portion thereof; and (7) all other tangible or intangible property on or related to the Real Property, or used in connection with the ownership and operation of the Real Property (all of the foregoing being collectively referred to herein as the "Personal Property").

2. Total Purchase price. The total purchase price for the Property shall equal the sum of $13.50 per square foot of building Square Feet (as defined in paragraph 10.b below). The total purchase price shall be paid by Purchaser to Seller in the following manner:



a. Escrow Deposit; Title Company. Within five (5) calendar days after the execution of this Contract by each of the parties hereto, Purchaser shall deposit the sum of $10,000.00 in cash (the "Escrow Deposit") in escrow with Heritage Title Company of Austin, Inc. at its offices at 98 San Jacinto Boulevard, Suite 400, Austin, Texas (the "Title Company"), the release of which shall require the joint signature of both Seller and Purchaser or the order of a court having jurisdiction over the subject matter of this Contract. Provided that this Contract is not terminated by Purchaser in accordance with the provisions of paragraph 3.b below, Purchaser shall deposit with the Title Company, on or before the first business day following the expiration of the Inspection Period (as hereinafter defined), an additional sum of $40,000.00 in cash, which sum shall become part of the "Escrow Deposit" for the purposes of this Contract. The Escrow Deposit shall be invested by the Title Company in a manner reasonably acceptable to Purchaser, and all interest earned on such deposit shall be considered part of the Escrow Deposit. The Escrow Deposit shall be paid to Seller at the Closing (defined below) as a part of the total purchase price; or, if the Closing does not occur, shall be otherwise disbursed in accordance with this Contract.



b. Cash Payment at Closing. Subject to the adjustments under paragraph 8 of this Contract, the balance of the total purchase price shall be paid to Seller at the Closing by cashier's check or in wire transferred funds, which,in either case, will allow the Title Company to disburse those funds to Seller at the Closing.



3. Inspection by Purchaser.

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a. Inspection Period. Purchaser and Purchaser's representatives shall have from the Effective Date of this Contract (defined below) until February 28, 1997 (the "Inspection Period") during which to visit and inspect (including having engineering tests, soil tests, and other tests and studies made) the Real Property and to conduct any feasibility, environmental, engineering and such other studies and assessments as Purchaser may require within its sole discretion.



b. Termination During Inspection Period. If Purchaser is dissatisfied with the condition of the Property, or with the results of the tests, studies or assessments, or for any other reason, then Purchaser shall have the option to terminate this Contract in Purchaser's sole and absolute discretion, which option must be exercised by giving written notice to Seller prior to the expiration of the Inspection Period. Upon Purchaser's exercise of this option, Seller shall be entitled to $100.00 of the Escrow Deposit as consideration for such option. In the event of such a termination, but only after the delivery to Seller of all information referred to in paragraph 3.c below and repair of the Real Property as required under paragraph 3.d below, the Escrow Deposit made by Purchaser under paragraph 2.a above (less the $100.00 to be delivered to Seller pursuant to the terms hereof) shall be returned to Purchaser and the parties shall have no other or further obligation or liability to each other, except for Purchaser's confidentiality, restoration and indemnity obligations set forth elsewhere in this paragraph 3. In the event that no notice of termination is given within the Inspection Period, then this Contract shall continue

to be binding and in full force and effect against Seller and Purchaser, and the Escrow Deposit (including additions thereto required under paragraph 2.a) shall be non-refundable except as expressly provided otherwise under the provisions of this Contract (including, without limitation, the provisions of paragraph 9.a below).



c. Confidentiality. Purchaser agrees, that until the Closing, Purchaser and Purchaser's agents and representatives shall hold all information obtained with respect to the Property in confidence and further agrees that until the Closing they will not disclose its content to others except (i) as reasonably necessary in connection with Purchaser's obtaining of any licenses, permits and approvals required for the operation or construction of the Facilities, (ii) as may be reasonably required, based on the advice of Purchaser's counsel, in order to comply with any applicable law or regulation or with any requirement imposed by judicial or administrative process, or (iii) to the extent such information becomes public through no fault of Purchaser or its agents or representatives. If this Contract is terminated for any reason other than Purchaser's default under the terms of this Contract, any records and other information and copies of work sheets and other documents, reports and materials provided to Purchaser by or on behalf of Seller shall be returned to Seller. If, however, the Contract is terminated due to Purchaser's default under the terms of this Contract, copies of any records, documents, reports, plans or materials obtained by Purchaser (other than items containing confidential financial analyses prepared by or on behalf of Purchaser in connection with the transactions contemplated hereunder or that Purchaser otherwise reasonably believes would provide to its competitors confidential information regarding Purchasers specific operations) shall be delivered to Seller promptly after termination. Purchaser may retain copies or reproductions of any such written information which is required to be returned or delivered to Seller pursuant to the terms hereof, provided that all of such information shall continue to be held in confidence by Purchaser. The provisions of this paragraph 3.c shall survive any termination of this Contract.



d. Purchaser's Duties Regarding Inspection. All visits and inspections of the Real Property shall be at the sole risk of Purchaser and Purchaser shall indemnify and hold Seller harmless from and against any and all claims, demands, injuries, damages, costs, expenses (including reasonable attorney's fees) or liability incurred by or asserted against Seller as a result of, or arising out of, any of those visits or inspections. If this Contract is terminated for any reason other than Seller's default under the terms of this Contract, Purchaser shall repair any damage caused by any of those visits or inspections so as to restore the Real Property to substantially the same condition existing immediately before the damage. The provisions of this paragraph 3.d shall survive any termination of this Contract.



4. Survey.

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a. Seller shall, at its own expense, furnish to Purchaser, within ten (10) business days of the Effective Date of this contract, four (4) copies of a current on-the-ground survey (the "Survey") and field notes description of the Real Property prepared and certified by a licensed surveyor acceptable to Purchaser and the Title Company. The Survey shall (i) meet the requirements of an ALTA-ACSM Class A "as-built" survey (and include field notes), (ii) be certified as of a date subsequent to the date of this Contract, (iii) show the location of any improvements, and show the size and location of all Permitted Exceptions and any other





easements, encroachments and encumbrances reflected in the title commitment to be provided under paragraph 5.b (identifying each by volume and page reference), (iv) recite the exact area of the Real Property in acres and square feet, (v) recite the exact area of each easement, encroachment and encumbrance, (vi) show whether any portion of the Real Property is situated in an area designated by the U.S. Secretary of Housing and Urban Development (or by any other governmental or quasi-governmental agency or authority having jurisdiction over the Real Property) as a flood plain, special flood hazard area or general hazard area, (vii) show all visible utility lines upon the Real Property, and (viii) indicate such other information reasonably requested by Purchaser in writing prior to the expiration of the Inspection Period. The survey shall meet the accuracy requirements of an ALTA-ACSM Class A survey, and shall contain a surveyor's certificate substantially in the form of Exhibit B attached hereto specifically addressed to Seller, Purchaser, the Title Company and any other party or parties reasonably designated by Purchaser. The Survey must be otherwise satisfactory to the Title Company so as to permit it to issue an Owner Policy of Title Insurance meeting the requirements of paragraph 5.a below.



b. Seller and Purchaser agree to execute an amendment to this Agreement, if requested by either Purchaser or Seller, pursuant to which the metes and bounds description of the Real Property set forth in the survey shall be substituted for the description of the Real Property to be acquired by Purchaser hereunder.



5. Title.



a. Owner Policy of Title Insurance. Seller, at Seller's expense, shall furnish to Purchaser at the Closing, or within a reasonable time thereafter, an Owner Policy of Title Insurance (on a form prescribed by the State Board of Insurance of the State of Texas) issued through the Title Company, insuring title to the Real Property in Purchaser in the full amount of the total purchase price, and containing only the following exceptions (the "Permitted Exceptions"): (a) the standard printed exception for real estate taxes for the year of the Closing (if not paid before the Closing) and subsequent years; (b) the standard printed boundary and encroachments exception and exception for shortages in area (provided, however, that Seller will, at Purchaser's option and expense, cause the Title Company to delete the "survey exception" from the Owner Policy of title Insurance without qualification or condition except as to "any shortages in area"); and (c) any other matters that become Permitted Exceptions under the provisions of paragraph 5.b.



b. Title Commitment and Review of Title. Seller shall furnish to Purchaser,within (10) days after the Effective Date of this Contract, a written title commitment to issue the Owner Policy of title Insurance (the "Title Commitment discloses any exceptions to Seller's title other than the Permitted Exceptions ("Additional Exceptions"), or if the Survey discloses any other matters to which Purchaser object ("Survey Objections"), then Purchaser shall have ten (10) business days after receipt of both the Title Commitment and the Survey to obtain and review any documents or other matters pertaining to the Additional Exceptions and/or the Survey Objection and to deliver written objection to the Title Company and to Seller which lists the Additional Exceptions and/or the Survey Objections that are objectionable to Purchaser (collectively, "Title Objections"). To the extent a written objection





































is not delivered to Seller within the applicable time period, objection to the Additional Exceptions and/or the Survey Objections shall be deemed to have been waived by Purchaser, and such Additional Exceptions and Survey Objections (other than those constituting third party liens, security interests or other monetary encumbrances that would be reflected on Schedule C of the Title Commitment) shall be deemed to be Permitted Exceptions. Seller shall use good faith, commercially reasonable efforts to cure the Title Objections, and may use all or any part of the total purchase price for the purpose of discharging and releasing at the Closing such Title Objections, in order that the Owner Policy of Title Insurance will be issued to Purchaser at the Closing without making exception to the Title Objections. If, however, Seller determines in good faith that the cost to cure any or all such Title Objections, Seller will be deemed to have elected to cure such Title Objections. Within ten (10) business days after such notice is given, Purchaser shall notify Seller in writing of Purchaser's election either to waive such Title Objections and accept the Real Property subject thereto or to terminate this Contract, in which latter event the Escrow Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder. In the event Purchaser fails to timely notify Seller of its election, then Purchaser shall be deemed to have waived such Title Objections.



6. Representations, Warranties and Covenants; Indemnities.

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a. Seller's Representations and Warranties. Seller hereby represents and warrants to Purchaser that, as of the Effective Date and as of the date of Closing:



(1) Seller has all necessary and requisite authority to enter

into this Contract and to consummate all of the transactions contemplated

hereby, and the persons executing this Contract and all other documents

required to consummate the transactions contemplated hereby on behalf of

Seller, are duly authorized to execute this Contract and such other

documents on behalf of Seller, and are authorized to bind Seller.



(2) Seller and Seller's general partner, Stone C-7, LTD. ("Stone

C-7") are duly formed and validly existing under the laws of the State of

Texas. ORI, Inc. ("ORI"), the general partner of Stone C-7, is a

corporation duly formed and validity existing under the laws of the State

of Texas.



(3) The execution of this Contract by Seller does not, and the

performance by Seller of the transactions contemplated by this Contract

will not, violate or constitute a breach of the partnership, agreements of

seller or Stone C-7 or the articles or incorporation or bylaws of ORI or

other organizational documents of Seller, Stone C-7 or ORI or any

shareholders' or directors' resolution of ORI or any contract, permit,

license, order or decree to which Seller, Stone C-7 or ORI is a party or by

which Seller, Stone C-7 or ORI or any of their assets are bound.





(4) Seller is not a "foreign person" as defined in the federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act, as amended.



(5) Seller holds fee simple title in and to the Real Property subject only to those encumbrances, restrictions and other matters referred to in the Title Commitment, and no person or entity has any legal right or option to acquire all or any portion of the Property, other than Purchaser pursuant to this Contract.



(6) Seller holds good and valid title to the Personal Property, free and clear of any liens, encumbrances or adverse claims other than those described in the Title Commitment, and, Seller has the right and authority to convey or assign to Purchaser all of the Personal Property.



(7) To the best of Sellers's current, actual knowledge, the Property is not in violation of any applicable federal or state law, or any ordinance, order or regulation of any governmental or quasi-government agency having jurisdiction over the Property, and, to the best of Seller's current, actual knowledge, no proceedings of any type (including condemnation or similar proceedings) have been instituted or are pending or contemplated against the Real Property or any part thereof or the Property or any portion thereof.



(8) Other than Seller, no party, person or entity is in possession of the Property or any portion thereof, and no party, person or entity has any legal or equitable interest in the Property, or any portion thereof, except as disclosed in the Title Commitment.



(9) To the best of Seller's current, actual knowledge, there are no unrecorded liens or encumbrances (including, but not limited to, liens relating to environmental matters) against the Property or any portion thereof, and, to the best of Seller's current, actual knowledge, there are no user fees or other charges relating to the Barton Springs/Edwards Aquifer Conservation District currently payable or contemplated.



(10) To the best of Seller's current, actual knowledge, there are not presently pending any special assessments of any nature with respect to the Real Property or any portion thereof, nor has Seller received any written notice of, nor has Seller any current, actual knowledge of, any such special assessment being contemplated.



(11) Each agreement, contract, lease, commitment, permit, license, approval or other document furnished to Purchaser by or on behalf of Seller in connection with this Contract, or that will be delivered to Purchaser by Seller pursuant to the terms of this Contract, are true, correct and complete in all material respects.



(12) There are no outstanding contracts or commitments made by Seller or its affiliates (or, to the best of Seller's current, actual knowledge, by any agents of Seller or such affiliates) for any work or materials in connection with the Real Property or for any improvements to the Real Property which have not been, or will not be on or



before the date of the Closing, fully paid for on a timely basis and there are no leases, contracts, commitments or agreements which will bind Purchaser or the Property from and after Closing.



(13) To the best of Seller's current, actual knowledge, there currently exist no events of default by Seller, or events which with the passage of time or notice or both would constitute events of default by Seller, under the terms and provisions of any contracts or agreements with respect to the Property to which Seller is a party, or by any other party thereto.



(14) To the best of Seller's current, actual knowledge, there are no violations by Seller or any other person or entity of any validly existing restrictive convenants or other matters affecting the Real Property.



(15) Seller has not received notice of any litigation or governmental proceeding (including, without limitation, any eminent domain proceeding) affecting the Property or any portion thereof, and, to the best of Seller's current, actual knowledge, no such litigation or proceeding is pending, threatened or contemplated.



(16) To the best of Seller's current, actual knowledge, Seller does not now owe and will not owe any taxes or any penalties or interest thereon pursuant to any governmental law, statute or regulation regarding so called "bulk sales" for which Purchaser is or will be obligated to or liable for a withholding of funds from the Purchase Price.



(17) (a) Seller has not generated, treated, stored or disposed of Hazardous Materials (as defined below) in, under or upon the Real Property, or any portion thereof, or used any Hazardous Materials in or on the Real Property, or any portion thereof, in violation of any Environmental Laws (as defined below); (b) to the best of Seller's current, actual knowledge, no prior owner and no prior or current occupant has generated, treated, stored or disposed of such Hazardous Materials in, under or upon the Real Property, or used any Hazardous Materials in or on the Real Property, or any portion thereof, in violation of any Environmental Laws; and (c) to the best of Seller's current, actual knowledge, the Real Property is not currently in violation of any Environmental Laws, no portion of the Real Property has ever been used as a sanitary landfill or dump, no underground storage tank or tanks are located on or under the Real Property, and no Hazardous Materials or underground storage tanks are present in, under or upon any parcel of Property adjacent to the Real Property.



(18) To the best of Seller's current, actual knowledge, no environmental or other disclosure document is required in connection with the transactions contemplated by this Contract.



(19) To the best of Seller's current, actual knowledge, no portion of the Real Property constitutes "wetlands" as designated by the United States Army Corp of



Engineers or other federal, state or local body or agency having jurisdiction over the Real Property or any portion thereof.



(20) To the best of Seller's current, actual knowledge, no portion of the Real Property is subject to any restrictions because of the presence of endangered species on or in the vicinity of the Real Property, and Seller has no current, actual knowledge that any such restrictions are being contemplated by any federal, state or local body or agency having jurisdiction over the Real Property or any portion thereof.



(21) To the best of Seller's current, actual knowledge, the development of the Facilities on the Real Property in substantial accordance with the Site Plan will not conflict with, and is not prohibited or adversely affected by, the fact that the Real Property is situated in the Barton Springs/Edwards Aquifer Conservation District.



(22) Seller has no current, actual knowledge of any reason or fact why Seller would be unable to obtain the Resubdivision and the Site Development Permit (each as defined below) by the original Due Date specified in paragraph 10.c of this Contract.



(23) Seller has no current, actual knowledge of any reason or fact why Purchaser would be unable to obtain necessary building permits for the construction the Facilities, provided that Purchaser complies fully with the rules, regulations, codes and ordinances of the City of Austin applicable to such construction.



(24) Seller has constructed all offsite stormwater detention facilities required by the City of Austin with respect to the Real Property and such detention facilities have sufficient capacity to provide the Real Property the capacity reasonably required for the operation of the Facilities.



(25) Water and wastewater services are available to the Real Property from rights-of-way or public utility easements situated adjacent to the Real Property and, to the best of Seller's current, actual knowledge, such services have sufficient capacity to provide the Real Property the capacity reasonably required for the operation of the Facilities. Seller hereby agrees that it shall, promptly after receiving from Purchaser the requisite information required, provide Purchaser with written confirmation (unqualified by Seller's knowledge) that the water and wastewater services available to the Real Property have the capacity required for the operation of the Facilities.



Without limiting the foregoing, the representations and warranties of Seller contained in this paragraph 6.a (other than those set forth in paragraphs 6.a(17) and 6.a(18)) shall survive Closing and the delivery of the deed and other closing documents required under paragraph 7 below for a period of eighteen (18) months following the Closing; the representations and warranties of Seller contained in paragraphs 6.a(17) and 6.a(18) shall survive the Closing and the delivery of the deed and other closing documents required under paragraph 7 below for a period of thirty-six (36) months following the Closing. In the event, at any time prior to Closing, Seller learns or has reason to believe that any of the aforesaid representations and





warranties are no longer true or valid, Seller shall immediately notify Purchaser in writing and therein specify the factors rendering or likely to render such representations or warranties untrue or invalid. Notwithstanding anything to the contrary herein and without limiting the representations set forth above, Purchaser hereby acknowledges and agrees that neither of the representations set forth in paragraphs 6.a(22) and 6.a(23) constitute a warranty or guaranty that the City of Austin will either approve of, consent to or issue any approvals, permits or licenses contemplated under this Contract (including, without limitation, the Resubdivision, the Site Development Permit or any building permits).



b. Purchaser's Representations and Warranties. Purchaser hereby represents and warrants to Seller that, as of the Effective Date and as of the date of Closing:



(1) Purchaser has
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