REAL ESTATE CONTRACT

 

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                                                                    EXHIBIT 99.1

 

                              REAL ESTATE CONTRACT

 

      THIS REAL ESTATE CONTRACT ("Contract") is made, subject to the conditions

and contingencies contained herein, on this 29th day of December, 2004, by and

between TOWER PROPERTIES COMPANY ("Seller") and COMMERCE BANK, N.A., a national

banking association ("Buyer"). This Contract constitutes an offer by Buyer to

buy the property described herein which can be accepted only by Seller signing

and returning this Contract to Buyer on or before December 31, 2004 (hereinafter

referred to as the "Acceptance Date"). If this Contract is not duly executed and

returned by Seller to Buyer by the Acceptance Date, then this Contract shall be

null and void and of no further force or effect, except as otherwise agreed to

in writing by Buyer and Seller.

 

WITNESSETH: Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to

buy from Seller (i) a tract of real estate and the improvements thereon located

in Kansas City, Jackson County, Missouri (with a common address of 9th and

Walnut Streets, Kansas City, Missouri) as legally described and highlighted on

the site plan attached hereto as Exhibit A and incorporated herein by this

reference (collectively, the "Land"); (ii) all site plans, surveys, soil,

substrata and other studies of any kind, if any, in Seller's possession which

relate to the Land; and (iii) all other rights, privileges and appurtenances

owned by Seller and related to the Land, including, without limitation, all

rights, duties and obligations Seller has related to the Land pursuant to: (a)

the Second Amended Tower Properties Downtown Redevelopment Area Tax Increment

Financing Plan approved by the City Council by Ordinance No. 010362 (the "TIF

Plan"); (b) the Amended and Restated Master Development Agreement between Tower

Properties Company and the Tax Increment Financing Commission of Kansas City,

Missouri dated March 13, 2002 (the "Master Agreement"); and (c) the

Redevelopment Area B Contract between Seller and the TIF Commission (the

"Project B Agreement") ([i], [ii] and [iii] are hereinafter collectively called

the "Property"); subject, however, to the Permitted Exceptions (hereinafter

defined). The exact dimensions, square footage and legal description of the Land

shall be determined in accordance with the provisions of this Contract.

 

      NOW, THEREFORE, in consideration of the premises, and for other good and

valuable consideration the sufficiency and receipt of which are hereby

acknowledged, Seller and Buyer hereby agree as follows:

 

      1.     The purchase price shall be Seven Million Two Hundred Fifty Thousand

Dollars ($7,250,000) ("Purchase Price"), which Buyer agrees to pay in cash or by

cashier's check as follows: an earnest deposit of Fifty Thousand Dollars

($50,000) to be paid within three (3) business days after Seller's execution of

this Contract ("Seller's Acceptance"), to the Title Company (hereinafter

defined) to be held by the Title Company in escrow; and the balance, subject to

prorations

 

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and other credits provided in this Contract, to be paid on delivery of Deed (as

hereinafter defined) as herein provided. An escrow account shall be opened by

the Title Company to hold the earnest deposit and any other sums which are

payable or may become payable under the terms of this Contract. The escrow

account shall bear interest which shall inure to the benefit of the Buyer and be

applied to the Purchase Price when all the conditions and contingencies of this

Contract have been either satisfied or waived.

 

      2.     Seller shall pay all taxes, general and special, and all

assessments, which are due and have accrued to the Closing Date of this Contract

(except for installments of special assessments that are to be paid after the

Closing Date of this Contract), and Buyer shall assume such taxes, assessments

and installments of unpaid special assessments becoming due thereafter, except

that all general, state, county, school and municipal taxes (exclusive of

rebates, penalties or interest) payable during the current calendar year shall

be prorated between Seller and Buyer, on the basis of said calendar year, as of

the Closing Date of this Contract. If the Property is not separately assessed

but is part of a larger parcel for tax purposes, then the tax proration made on

the Closing Date shall be based on the proportion that the total square footage

of the property so assessed bears to the square footage of the Property, as

mutually agreed upon in good faith by Seller and Buyer.

 

      3.     Within thirty (30) days after Seller's Acceptance, Seller, at

Seller's sole cost and expense, shall cause FIRST AMERICAN TITLE INSURANCE

COMPANY ("Title Company") to issue and deliver to Buyer a Title Commitment along

with copies of all exceptions referenced therein. Seller shall, not later than

thirty (30) days after Seller's Acceptance, cause to be prepared and furnished

to Buyer and the Title Company a current ALTA survey ("Survey") of the Land,

prepared by a registered public surveyor, which shall include a gross square

footage determination of the Land and an accurate legal description of the Land

and which shall meet the reasonable standards and requirements established by

Buyer and Title Company. Buyer shall give Seller written notice on or before the

expiration of thirty (30) days after receipt of both the Title Commitment and

the Survey (the "Review Period") if any condition of title or any matter shown

in the Title Commitment or Survey is not satisfactory to Buyer. Any title

encumbrances or exceptions which are set forth in the Title Commitment or the

Survey and to which Buyer does not object within the Review Period (as to the

Title Commitment and the Survey) shall be deemed to be permitted exceptions to

the status of Seller's title ("Permitted Exceptions"). Seller may, at its sole

cost and expense, undertake to eliminate or modify all such unacceptable matters

to the reasonable satisfaction of Buyer. In the event Seller elects to satisfy

Buyer's objections, Seller shall give Buyer prompt written

 

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notice of its election, and Seller shall use its best efforts to satisfy

promptly any such objections. In the event that Seller elects not to satisfy

Buyer's objections (whereupon Seller shall give Buyer prompt written notice of

its election) or is otherwise unable with the exercise of its best efforts to

satisfy said objections within forty-five (45) days after the date of Buyer's

notice of objections, Buyer may, in its sole discretion:

 

      (a) Accept title subject to the objections it has raised with or without

      an adjustment in the Purchase Price, in which event said objections shall

      be waived and become Permitted Exceptions; or

 

      (b) Rescind this Contract, whereupon the escrow deposit shall be returned

      to Buyer along with any interest which has accrued thereon, and this

      Contract shall be of no further force and effect.

 

Buyer shall give Seller notice of its decision whether to close or not within

fifteen (15) days after Seller notifies Buyer of its election not to satisfy

said objections.

 

      4.     Seller hereby represents and warrants to Buyer as of the date of

this Contract and as of the Closing Date that:

 

      (a) There is no pending condemnation or similar proceeding affecting the

      Land or any portion thereof, and Seller has not received any written

      notice and has no knowledge of any such proceeding;

 

      (b) Except as disclosed in Schedule 4(b) attached hereto and incorporated

      herein by this reference, there are no contracts of employment,

      management, maintenance, service or rental outstanding which affect any

      portion of the Land;

 

      (c) There are no known violations of any federal, state, county or

      municipal law, ordinance, order, regulation or requirement, affecting any

      portion of the Land and no written notice of any such violation has been

      issued by any governmental authority;

 

      (d) Except as otherwise disclosed to Buyer, or as otherwise provided in

      any Management Agreement affecting the Property, no work has been

      performed for or is in process by or on behalf of Seller on or at, and no

      materials have been furnished to, the Land or any portion thereof which

      might give rise to mechanic's, materialman's or similar liens against the

      Land or any portion thereof;

 

      (e) Seller is not prohibited from consummating the transactions

      contemplated in this Contract by any law, regulation, agreement,

      instrument, restriction, order, its organizational documents or judgment;

 

      (f) There are no attachments, executions, assignments for the benefit of

      creditors, receiverships, or voluntary or involuntary

 

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      proceedings in bankruptcy or pursuant to any other debtor relief laws

      contemplated or filed by Seller or pending against Seller or the Land;

 

      (g) Seller is not a foreign person selling property as described in the

      Foreign Investment in Real Property Tax Act; and

 

      (h) There exists a right of ingress and egress to and from the Property to

      adjoining public and private streets and ways, and Seller may grant a

      right of access in connection therewith to Buyer. Furthermore, Seller

      represents and warrants that no fact or condition exists, or to its

      knowledge, is imminent, which would result in the termination or

      impairment of access to the Property from any street or way.

 

      5.     At any time after Seller's Acceptance, upon not less than one (1)

business day prior notice (verbal or written) by Buyer to Seller, Seller shall

grant Buyer the right to enter the Property, together with Buyer's employees,

agents, contractors, representatives and materials for the following purposes:

 

      (a) To make a physical inspection of the Property, including, without

      limitation, subsurface tests, test borings, water survey, percolation

      tests, topographical survey, sewage disposal survey, drainage and utility

      determinations and environmental site assessments;

 

      (b) To make an accurate survey of the boundaries of the Property, showing

      the exact location of any encroachments, easements, rights-of-way,

      covenants, or restrictions burdening and appurtenant to the Property, any

      improvements thereof and thereon, and any streets, alleys, rights-of-way

      and highways bordering the Property; and/or

 

      (c) To make any other inspections or investigations deemed advisable by

      Buyer.

 

      If, in connection with any investigation, Buyer discovers the existence of

toxic or hazardous substances or environmental contamination on the P