COMMERCIAL REAL ESTATE SALES CONTRACT
PARTIES:
This contract ("Contract") is made between:
SELLER: AEI Real Estate
Fund XVIII, Limited Partnership and
BUYER: Norfleet,
LLC, and is effective as of the date of acceptance on the
last signature on this Contract (the "Effective Date").
2. PROPERTY: Seller agrees to sell to Buyer and Buyer agrees to
purchase from
Seller the real estate
described in Exhibit A (Legal Description) attached
hereto, such to be
verified by the Title Company, together with any buildings
and improvements
thereon, and all personal property used in the operation of
the buildings and
improvements, including, if any, all mechanical systems,
fixtures and
equipment, heating, ventilating and air-conditioning equipment,
electrical systems and
lighting, plumbing equipment and fixtures, floor
coverings, storm
windows and doors, screens and awnings, keys, and including
the following:
n/a
All of which is commonly known and numbered as 2100 N Hwy 7, in the
City of
Blue Springs, in Jackson County, State of Missouri.
Such real estate and other property shall be collectively referred
to in
this Contract as the "Property".
3. EXCEPTIONS: The Property shall be subject, however, to the
Permitted
Exceptions (as defined in the paragraph entitled "Title
Insurance"),
zoning ordinances
and laws
and the
following existing
leases or
tenancies: n/a
4. PURCHASE PRICE: The Purchase Price is Six Hundred Thousand
DOLLARS
($600,000.00) which Buyer agrees to pay as follows:
a. Ten Thousand DOLLARS ($10,000.00) at the signing of this
Contract as
Earnest Money, such to be deposited upon execution of this Contract
within
(10 days if the Property is located in Missouri) or (5 days if the
Property
is located in Kansas), in the insured trust or escrow account of
First
American Title Company ("Escrow Agent") as part of the
consideration of the
sale:
The balance to be paid in the following manner: Five Hundred and
Ninety
Thousand DOLLARS ($590,000.00), in guaranteed funds or cashier's
check at
Closing (as defined in this Contract), adjusted at Closing for
pro-rations,
closing costs and other agreed expenses, and [state other payment
or
financing terms if any]
na
5. CLOSING AND POSSESSION DATE(S): Subject to all the provisions of
this
Contract, the closing of this Contract (the "Closing") shall take
place at
the offices of First American Title Company, 1600 NW Mock Ave, Blue
Springs,
MO on the 23rd day of July, 2008 or prior thereto by mutual
consent, and
possession shall be delivered upon closing or as follows:
6. EXISTING FINANCING: Unless otherwise provided in this Contract,
Seller
shall make any payments required on existing mortgages or deeds of
trust
until Closing. If this Contract provides that the Property is being
sold
subject to any existing mortgage or deed of trust, Buyer shall, at
Closing,
reimburse Seller for any principal reductions not already
considered in
computing payments of purchase price and for any deposits held by
the
holder of the mortgage or deed of trust that are transferred to
Buyer.
7. PRORATIONS: The rents, income and expenses from the Property,
and the
interest on any existing mortgages or deeds of trust to which this
sale is
made subject, shall be prorated between Seller and Buyer as of
Closing.
Seller shall pay all general real estate taxes levied and assessed
against
the Property, and all installments of special assessments for the
years
prior to the calendar year of Closing. All such taxes and
installments of
special assessments for the years prior to the calendar year of
Closing.
All such taxes and installments of special assessments becoming due
and
accruing during the calendar year of Closing shall be prorated
between
Seller and Buyer on the basis of such calendar year, as of Closing.
If
the amount of any tax or special assessment cannot be ascertained
at
Closing, pro-ration shall be computed on the amount for the
preceding
year's tax or special assessment. Buyer shall assume and pay all
such
taxes and installments of special assessments accruing after the
Closing.
8. TITLE INSURANCE: Seller shall deliver and pay for an owner's
ALTA title
insurance policy insuring marketable fee simple title in Buyer in
the amount
of the Purchase Price as of the time and date of recording of
Seller's
limited Warranty Deed (the "Deed"), subject only to the Permitted
Exceptions
defined below. Seller shall, as soon as possible and not later than
Five
(_5_) days after the Effective Date of this Contract, cause to be
furnished
to Buyer a current commitment to issue the title policy (Title
Commitment),
to be issued through First American Title Company (the "Title
Company").
Buyer shall have _Five ( 5 ) days after receipt of the Title
Commitment
(the "Title Review Period") in which to notify Seller in writing of
any
objections Buyer has regarding any matters shown or referred to in
the
Title Commitment. Any matters which are set forth in the Title
Commitment
and to which Buyer does not object within the Review Period shall
be
deemed to be permitted exceptions to the status of Seller's
title(the
"Permitted Exceptions"). With regard to items to which Buyer
does
object within the Review Period, Seller shall have seven ( 7 ) days
after
receipt of Buyer's written notice of objections to cure such
objections
("Title Cure Period"). If Seller does not cure the objections by
the end
of the Title Cure Approved by Legal Counsel of the Kansas City
Regional
Association of REALTORS for exclusive use by its REALTORS members.
No
warranty is made or implied as to the legal validity or adequacy of
this
Contract, or that it complies in every respect with the law or that
its
use is appropriate for all situations. Local law, customs and
practices
and differing circumstances in each transaction may dictate that
amendments
to this Contract be made. Copyright January 2004 I act revised
11/03 All
previous versions of this document may no Ionaer he valid
Period or if Seller and Buyer have not agreed to extend the Title
Cure Period
by amending this Contract, then this Contract shall automatically
be
terminated unless Buyer waives the objections no later than five
(5) days
after the end of the Title Cure Period.
(Check one) Seller X Buyer assume
responsibility for
paying for a survey and shall order a survey of the Property as
soon as
possible and not later than five (5) days after the Effective Date
of this
Contract. Unless otherwise objected to in writing by Buyer or
Seller within
five (5) days of delivery of the survey, the survey will be
accepted as being
correct for the Property and there will be no objections to
such.
9. INSPECTIONS: Seller shall grant Buyer reasonable access to the
Property
for ten (10) days after the Effective Date of this Contract
(the
"Inspection Period") for the purpose of inspecting the physical
conditions of
the Property. Buyer's inspection rights shall include performing
soil tests,
environmental tests or audits, foundation and mechanical
inspections and
such other inspections or surveys as Buyer may reasonably request.
Buyer
agrees to repair any damage to the Property arising from these
inspections
and to indemnify, defend and hold Seller harmless from and against
all claims,
costs, demands and expenses, including without limitation,
reasonable
attorney's fees, court costs and other legal expenses, resulting
from these
inspections. Buyer's obligations imposed by this paragraph shall
survive
termination of this Contract. Buyer agrees to provide Seller with a
copy of
any written reports resulting from such inspections within five (5)
days of
the completion of said inspections. With regard to any
deficiencies
identified during the inspection by Buyer which Buyer requests be
corrected,
Seller shall have five (5) days (the "Cure Period") after seller's
receipt of
Buyer's written notice of such inspection issues to define in an
Amendment to
this Contract how and when such deficiencies will be cured. If
Seller elects
not to cure the deficiencies within the time frame defined in such
Amendment,
then this Contract shall automatically be terminated unless Buyer
waives the
objections no later than five (5) days after the end of the Cure
Period. Buyer
shall be deemed to be thoroughly acquainted and satisfied with the
physical
condition of the Property, other than as set forth in the paragraph
entitled
"INSURANCE; MAINTENANCE; CASUALTY; CONDEMNATION; CHANGE OF
CONDITION" of this
Contract. In addition, Buyer, or Buyer's representatives, may
re-inspect the
Property before Closing upon reasonable notice to Seller.
10. DUE DILIGENCE: Buyer will have forty-five (45) days after the
Effective
Date of this Contract to perform due diligence (the "Due Diligence
Period")
for the purpose of exploring and obtaining approval of
governmental
authorities for the intended purpose of the Property and any
changes in
zoning, if necessary. Upon presentation by Buyer to Seller of the
written
refusal(s) of such governmental authorities to Buyer's request for
approval
of such intended purposes and zoning PRIOR TO EXPIRATION OF THE
DUE
DILIGENCE PERIOD, Buyer may deliver written notification to Seller
to
cancel this Contract and this Contract will be terminated. In the
absence
of such termination notice, the Inspections and Due Diligence shall
be deemed
to be satisfactory to Buyer.
11. REPRESENTATIONS: Buyer acknowledges that neither Seller nor any
party on
Seller's behalf has made, nor do they hereby make, any
representations as to
the past, present or future condition, income, expenses, operation
or any
other matter or thing affecting or relating to the Property except
as
expressly set forth in this Contract. Buyer agrees to assume
full
responsibility for completing Buyer's Due Diligence in such a
manner as to
answer all questions necessary to make the decision to purchase the
Property.
12. REAL ESTATE BROKER: Seller and Buyer agree that Block &
Company, Inc.
Realtors and Lane 4 Group Realtors, BROKER(S), identified in the
Commercial
Agency and Broker Disclosure Addendum which is a part of this
Contract, is
(are) the only real estate broker(s) negotiating this sale, and
Seller agrees
to pay a sales commission of six percent (6%) percent of the
Purchase Price
pursuant to the agreement between Seller and BROKER(S). Any party
to this
Contract through whom a claim to any broker's, finder's or other
fee is made,
contrary to the representations made above in this paragraph, shall
indemnify,
defend and hold harmless the other party to this Contract from any
other
loss, liability, damage, cost or expense, including without
limitation,
reasonable attorney's fees, court costs and other legal expenses
paid or
incurred by the other party, that is in any way related to such a
claim.
The provisions of this paragraph shall survive Closing or
termination of
this Contract.
13. DELIVERY OF DEED; PAYMENT; DISBURSEMENT OF PROCEEDS: At or
before Closing,
Seller agrees to properly execute and deliver into escrow the Deed,
a Bill of
Sale for
