Purchase Agreement (2004)Full Document 

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PURCHASE AGREEMENT

 

THIS PURCHASE AGREEMENT (this “Agreement”) is dated as of March 31, 2004 (the “Effective Date”) and is entered into between FORD MOTOR LAND DEVELOPMENT CORPORATION, a Delaware corporation, with offices at 550 Town Center Drive, Suite 200, Dearborn, Michigan 48126 (“Seller”) and WELLS REIT II – REPUBLIC DRIVE, LLC, a Delaware limited liability company with offices at 6200 The Corners Parkway, Suite 250, Norcross, Georgia 30092 (“Purchaser”).

 

W I T N E S S T H:

 

This Agreement is based upon the following recitals:

 

  A. Seller is the owner of the Property (as this term is defined in Section 1.01, below), which includes certain land and the buildings located thereon at 333 Republic Drive and at 777 Republic Drive, Allen Park, Michigan.

 

  B. Seller has agreed to sell and Purchaser has agreed to purchase the Property upon the terms and conditions described in this Agreement.

 

NOW, THEREFORE, the parties in consideration of the mutual covenants herein agree as follows:

 

ARTICLE 1. PROPERTY

 

  1.01. The Property. As used herein, the term “Property” shall include the following:

 

  (a) A certain parcel of land containing approximately Nineteen and 92/100 (19.92) acres of land located at the southeast corner of Rotunda Drive and Republic Drive, Allen Park, as is more particularly described on Exhibit “A” (the “Land”), together with: (i) one (1) building located thereon, with one (1) tenant, containing approximately 84,000 square feet of total building area, known as 333 Republic Drive (the “333 Building”); (ii) one (1) building located thereon, with one (1) tenant, containing approximately 85,200 square feet of total building area, known as 777 Republic Drive (the “777 Building”) (collectively, the 333 Building and 777 Building are referred to as the “Buildings”); (iii) all other structures and improvements on the Land; and (iv) all rights, privileges, easements and appurtenances belonging or appertaining to the Land or the Buildings, if any;

 

  (b) All of the leases, licenses and occupancy agreements (collectively, the “Leases”) pertaining to the Buildings with the tenants (“Seller’s Tenants” and/or the “Tenants”) listed in the rent roll (the “Rent Roll”) itemized on Exhibit “B” attached hereto and made a part hereof by this reference; and

 

  (c) All of the interest of Seller in any refundable deposits, retentions and holdbacks referenced in Section 8.08 and, to the extent the same survive the Closing in accordance with this Agreement, all operating agreements, capital leases and service contracts (such service contracts being referred to as the “Service Contracts”) described on Exhibit “C” attached hereto and made a part hereof by this reference (collectively, the “Seller’s Contracts”); and

 

  (d)

all personal property now owned or hereafter acquired by Seller and located on or to be located on or in, or used in connection with, the Land and and Buildings, excluding, any personal property owned by the Tenants, including, without limitation, the items set forth and described on Exhibit “D” attached hereto, and all other equipment supplies tools, furniture, furnishings, office equipment, fittings, appliances, shades, wall-to-wall carpet, draperies, screens and screening, art, awnings, plants, shrubbery, landscaping, lawn care and building maintenance equipment, vending machines and other furnishings or items of personal

 


 

property owned by Seller and located on or in the Land and Buildings (collectively, the “Personal Property”); and

 

  (e) all of Seller’s right, title, and interest in and to the plans and specifications with respect to the Buildings and any guarantees, trademarks, rights of copyright, warranties, or other rights related to the ownership of or use and operation of the Land, Personal Property, or Buildings, all governmental licenses and permits, and all intangibles associated with the Land, Personal Property, and Buildings.

 

ARTICLE 2. PURCHASE PRICE AND DEPOSIT

 

  2.01 Purchase Price and Deposit. Seller agrees to sell and Purchaser agrees to purchase the Property pursuant to the terms and conditions contained in this Agreement. The total purchase price for the Property is Eighteen Million Eight Hundred Fifty Thousand Dollars ($18,850,000.00) (the “Purchase Price”). The Purchase Price shall be paid as follows:

 

  (a) Within three (3) Business Days (as this term is defined below) of the Effective Date, Purchaser shall deliver a deposit on the Purchase Price equal to Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Deposit”) to Land America Title Insurance Company, 1050 Wilshire Drive, Suite 310, Troy, Michigan 48084 (the “Escrow Agent”), which shall be held by Escrow Agent as hereinafter described. Immediately upon its receipt of the Deposit, Escrow Agent shall deposit the same in a federally insured, interest bearing account (the “Deposit Account”) pursuant to the escrow agreement (the “Escrow Agreement”) attached hereto as Exhibit “E” and made a part hereof by reference. Upon the Close of Escrow, the Deposit and all interest accrued thereon shall be applied to and credited against the Purchase Price or returned to Purchaser pursuant to the terms and conditions of this Agreement. For purposes of this Agreement, “Business Day” shall mean a day that is not: (i) a Saturday; (ii) a Sunday; or (iii) a holiday as observed by the State of Michigan or the State of Georgia.

 

  (b) Purchaser shall pay the remainder of the Purchase Price to Seller on the “Closing Date,” as defined in Section 3.02 hereof, payable by certified, cashiers or official bank check or wire transfer of immediately available federal funds, plus or minus the prorations and adjustments set forth herein.

 

  (c) If Purchaser fails to perform any of its obligations under this Agreement, Seller, upon five (5) days’ notice to Purchaser, may terminate this Agreement and the Deposit may be retained by Seller as liquidated damages, and Seller shall have no other rights, remedies or recourse on account of Purchaser’s failure to perform its obligations. It is hereby agreed that Seller’s damages will be difficult to ascertain and that the Deposit constitutes a reasonable liquidation thereof and is intended not as a penalty, but as fully liquidated damages. Seller agrees that in the event of a default by Purchaser, it shall not initiate any proceeding to recover damages from Purchaser, but shall limit its recovery to the receipt and retention of the Deposit. The limitations on Purchaser’s liability under this Section 2.01(c) shall be inapplicable to the liability of Purchaser for payments, if any, due by Purchaser to Seller under Articles 4, 5, 12 and 15 hereof. If Seller fails to perform any of its obligations under this Agreement, Purchaser, upon five (5) days’ notice to Seller, may in addition to all other remedies available at law or in equity (including the right to specific performance, provided however, if Purchaser is awarded the remedy of specific performance, Purchaser shall not be entitled to receive any additional damages from Seller), terminate this Agreement, whereupon Seller shall refund to Purchaser any monies paid hereunder.

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