Purchase Agreement for Four Texas Shopping Centers between Inland Real Estate Acquisitions, Inc. and Weber & Company
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Inland Real Estate Acquisitions, Inc. has agreed to purchase four shopping centers in Texas from Weber & Company for a total of $110,621,830 in cash. The agreement covers all land, buildings, and related assets, with no mortgage contingencies. The seller is responsible for completing construction on two centers and ensuring all tenants have moved in and started paying rent before closing. The seller also guarantees the properties are in good repair and compliant with all laws. A $500,000 earnest money deposit has been made, and no real estate commissions are involved.
EX-10.206 49 a2140704zex-10_206.txt EXHIBIT 10.206 Exhibit 10.206 [INLAND(R) LOGO]
APRIL 21, 2004 Weber & Company (Seller) Attn: John Weber Sr. No Agent for: Lakepoint Towne Crossing, L.P., (I & II) Davis Towne Crossing, L.P. PRTC Pleasant Run Towne Crossing, L.P. MTC Mansfield Towne Crossing, L.P. 16000 Dallas Parkway, Suite 300 Dallas, TX 75225 Re: 4 SHOPPING CENTERS - LAKEPOINT TOWNE CENTER, LEWISVILLE, TX; DAVIS TOWNE CROSSING, NORTH RICHLAND HILLS, TX; PLEASANT RUN TOWNE CROSSING, CEDAR HILL, TX; AND MANSFIELD TOWNE CENTER, MANSFIELD, TX Dear John: This letter represents this corporation's offer to purchase Four Shopping Centers with an aggregate 567836 net rentable square feet, situated on approximately 77.1862 acres of land, located at the addresses listed below. (See Exhibit A four pages) The above properties shall include all the land and buildings and common facilities, as well as all personalty within the buildings and common areas, supplies, landscaping equipment, and any other items presently used on the site and belonging to owner, and all intangible rights relating to the properties. This corporation or its nominee will consummate this transaction on the following basis: 1. The total AGGREGATE purchase price shall be $110,621,830.00 all cash, plus or minus prorations, WITH NO MORTGAGE CONTINGENCIES, to be paid at JUNE 15, 2004 following the acceptance of this agreement for Davis Towne Crossing and to be paid AT CLOSING 10 BUSINESS DAYS following completion of construction and all tenants having accepted their premises "as is", opened for business and commenced full rental payments, which is anticipated to be December 1, 2004 for Lakepointe Towne Crossing and September 1, 2004 for Mansfield Towne Crossing and September 1, 2004 for Pleasant Run Towne Crossing. (see Paragraphs 6, 12 and 17). Purchaser has delivered to Chicago Title $500,000 earnest money to secure this contract which shall be applied to each closing in an amount equal to $125,000.
4 WEBER AND COMPANY SHOPPING CENTERS PAGE 2 APRIL 21, 2004 Purchaser shall allocate the land, building and depreciable improvements prior to closing. 2. THERE ARE NO REAL ESTATE BROKERAGE COMMISSIONS INVOLVED IN THIS TRANSACTION. 3. Seller represents and warrants (TO THE BEST OF THE SELLER'S KNOWLEDGE), that the above referenced properties are leased to the tenants described on THE ATTACHED THREE PAGE EXHIBIT B on triple net leases covering the buildings and all of the land, parking areas, reciprocal easements and REA/OEA agreements (if any), for the entire terms and option periods. Any concessions given to any tenants that extend beyond the closing day shall be settled at closing by Seller giving a full cash credit to Purchaser for any and all of those concessions. 4. Seller warrants and represents (TO THE BEST OF THE SELLER'S KNOWLEDGE), that the properties are free of violations, and the interior and exterior structures are in a good state of repair, free of leaks, structural problems, and mold, and the properties are in full compliance with Federal, State, City and County ordinances, environmental laws and concerns, and no one has a lease that exceeds the lease term stated in said leases, nor does anyone have an option or right of first refusal to purchase or extend, nor is there any contemplated condemnation of any part of the properties, nor are there any current or contemplated assessments. 5. Seller warrants and represents (TO THE BEST OF THE SELLER'S KNOWLEDGE), that during the term of the leases the tenants and guarantors are responsible for and pay all operating expenses relating to the properties on a prorata basis, including but not limited to, real estate taxes, REA/OEA agreements, utilities, insurance, all common area maintenance, parking lot and the building, etc. Prior to closing, Seller shall not enter into or extend any agreements without Purchaser's approval and any contract presently in existence not accepted by Purchaser shall be terminated by Seller. Any work presently in progress on the properties shall be completed by Seller prior to closing. 6. It is understood that the Seller, prior to closing, shall be liable and responsible at their sole cost and expense, to complete the construction of Lakepoint Towne Crossing a 193,568 square foot shopping center and Mansfield Towne Crossing a 111,898 square foot shopping center and all of the land. Upon completion of said construction, Seller shall be responsible for obtaining final unconditional occupancy permits which shall be issued from the City of Lewisville, Texas for Lakepoint Towne Crossing and from the City of Mansfield, Texas for Mansfield Towne Crossing and/or any required governmental agencies for the shopping centers. Seller shall indemnify and warrants and represents to Purchaser that Purchaser shall have no obligation whatsoever regarding the construction of the above shopping center or placing tenants into the rentable rental spaces. Any and all tenants and guarantors shall acknowledge in writing that they shall look solely to the Seller, but not to the purchaser and titleholder, for anything regarding the construction or improvements of the above-referenced shopping centers. Said construction shall be subject to Purchaser's written approval and shall be completed in total accordance with all the plans and specifications as accepted by the City of Lewisville Texas for Lakepoint Towne Crossing and by the City of Mansfield, Texas for Mansfield Towne Crossing for the shopping centers. Completion shall be deemed to have occurred 4 WEBER AND COMPANY SHOPPING CENTERS PAGE 3 APRIL 21, 2004 after the Seller delivers to Purchaser a final unconditional certificate of occupancy for each of the buildings and a certificate for the properties signed by the independent project architect and independent engineer that the construction of the shopping center has been fully completed in accordance with the plans and specifications as agreed to by the City of Lewisville, Texas for Lakepoint Towne Crossing and by the City of Mansfield, Texas for Mansfield Towne Crossing, and all applicable governmental rules, ordinances, regulations and requirements have been satisfied, and each and every tenant, guarantor or subtenant shall accept their space "as is" and take total possession, opens for business and commences full rental payments. Seller shall be solely liable for any and all "punch list" and warranty items requested by any tenant at the properties and shall also be liable for construction "call-backs". Seller shall indemnify and guarantee to absolutely pay any costs whatsoever to complete the construction of the above shopping center, including any costs whatsoever needed to place each of the tenants into their agreed spaces according to each tenant's lease, which leases shall be subject to Purchaser's approval. 7. Ten (10) days prior to closing Seller shall furnish Purchaser with estoppel letters acceptable to Purchaser from all tenants, guarantors, and parties to reciprocal and/or operating easement agreements, if applicable. 8. Seller is responsible for payment of any LEASING BROKERAGE FEES or commissions which are due any leasing brokers for the existing leases stated above or for the renewal of same. 9. This offer is subject to Seller supplying to Purchaser prior to closing a certificate of insurance from the tenants and guarantors in the form and coverage acceptable to Purchaser for the closing. 10. Seller shall supply to Purchaser 10 days prior to closing, and Seller shall pay for at closing, a SEPARATE certificate FOR EACH PROPERTY which must be acceptable to Purchaser from a certified hygienist for environmental concerns that there is no asbestos, PCBs, or hazardous substance in the buildings and on the properties; in other words, a Level 1 environmental audit (and Level 2 audit, if required). 11. The above sale of the real estate shall be consummated by conveyance of a SEPARATE full warranty deed FOR EACH PROPERTY from Seller to Purchaser's designee, with the Seller paying any city, state, or county transfer taxes for the closing, and Seller agrees to cooperate with Purchaser's lender, if any, and the money lender's escrow. 12. The closing for shall occur through Commonwealth Land Title Company (Jim Lazar) for Pleasant Run Towne Crossing and Mansfield Towne Crossing and for Chicago Title & Trust Company, in Chicago, Illinois with Nancy Castro as Escrowee, for Davis Towne Crossing and Lakepoint Towne Crossing. The first closing shall occur on June 15 for Davis Towne Crossing and 10 days following the completion of construction which is expected to be September 1, 2004 for Pleasant Run Towne Crossing and December 1, 2004 for Lakepoint Towne Crossing and September 1, 2004 for Mansfield Towne Crossing, at which time title to the above properties shall be marketable; i.e., free and clear of all liens, encroachments and encumbrances, and a separate TLTA owner's title policy for each property with complete extended coverage and required endorsements, waiving off all construction, including 3.1 zoning including parking and loading docks, and insuring all improvements as legally conforming uses and not as non-conforming or conditional uses, paid by Seller, shall be issued, with all warranties and representations being true now and at closing and surviving 4 WEBER AND COMPANY SHOPPING CENTERS PAGE 4 APRIL 21, 2004 the closing, and each party shall be paid in cash their respective credits, including, but not limited to, security deposits, rent and expenses, with a proration of real estate taxes based (at Purchaser's option) on the greater of 110% of the most recent bill or latest assessment, or the estimated assessments for 2003 and 2004 using the Assessor's formula for these sales transactions, with a later reproration of taxes when the actual bills are received. At closing, no credit will be given to Sellers for any past due, unpaid or delinquent rents. 13. It is understood that the Seller has in its possession a separate appraisal of each of the properties prepared by an MAI or other qualified appraiser, acceptable to Purchaser or Purchaser's lender, if any, and shall deliver copies of such appraisals to Purchaser within 10 days of the acceptance of this offer and shall cause the appraiser to re-certify an appraised amount not less than the Purchase Price and re-issue said appraisals to, and in the name of, Purchaser or Purchaser's lender, all at Seller's cost. 14. Neither Seller (Landlord) or any tenant and guarantor shall be in default on any lease or agreement at closing, nor is there any threatened or pending litigation. 15. Seller warrants and represents that he has paid all unemployment taxes to date. 16. Prior to closing, Seller shall furnish to Purchaser copies of all guarantees and warranties which Seller received from any and all contractors and sub-contractors pertaining to the properties. This offer is subject to Purchaser's satisfaction that all guarantees and warranties survive the closing and are assignable and transferable to any titleholder now and in the future. 17. This offer is subject to the properties being 100% occupied at the time of closing (EXCEPT FOR EARNOUTS) with all tenants occupying their space, open for business, and paying full rent, including CAM, tax and insurance current, as shown on Exhibit B, C, D & E attached. In the event the properties are less than 100% occupied, than the Purchaser and Seller agree there shall be an INITIAL CLOSING. The Initial Closing will be based on the PURCHASE PRICE/EARNOUT FORMULA which shall be EQUAL TO the actual BASE MINIMUM RENT, LESS the amount, if any, by which the pass-through amount paid by any tenant is less than 100% of such tenant's proportionate share; i.e.; SLIPPAGE, DIVIDED BY A BASE RENT DIVIDER OF 7.9492% FOR LAKEPOINT TOWNE CROSSING; A BASE RENT DIVIDER OF 7.9174% FOR MANSFIELD TOWNE CROSSING; A BASE RENT DIVIDER OF 7.8894% FOR PLEASANT RUN TOWNE CROSSING; AND A BASE RENT DIVIDER OF 8.0828% FOR DAVIS TOWNE CROSSING, ALL OF WHICH BASE RENT DIVIDERS ARE BASED ON BASE RENT ONLY. However, it is anticipated that the Initial Closing for LAKEPOINT TOWNE CROSSING will be a purchase price of $25,605,171.00, which is derived by using the base minimum rent of $2,035,396.25 divided by 7.9492%; for MANSFIELD TOWNE CROSSING will be a purchase price of $16,992,958.59, which is derived by using the base minimum rent of $1,345,403.83 divided by 7.9174%; for PLEASANT RUN TOWNE CROSSING will be a purchase price of $36,820,689.00, which is derived by using the base minimum rent of $2,904,936.58 divided by 7.8894%; and for DAVIS TOWNE CROSSING will be a purchase price of $8,150,595.26, which is derived by using the base minimum rent of $658,793.00 divided by 8.0828%; The Seller shall have 24 MONTHS FOLLOWING THE INITIAL CLOSING to receive the balance of the potential Earnout at the EARNOUT CLOSING(S) provided they are successful in the leasing of the vacant space and each tenant shall have accepted their space "as is" and takes total possession, has opened for business and commences full rental payments, including CAM, taxes and insurance on a prorata basis. It shall be Seller's responsibility and sole cost and 4 WEBER AND COMPANY SHOPPING CENTERS PAGE 5 APRIL 21, 2004 expense for leasing out and paying all costs related to placing the tenants into their leasable space. Each Earnout Closing shall occur upon 10 business days prior written notice to Purchaser: it being expressly understood that the Sellers shall waive their right to the additional Earnout if the final Seller's notice has not been sent within 24 months after the Initial Closing date. It is estimated that the Earnout Closing for Lakepoint Towne Crossing space will be equal to the base minimum rent of $1,103,042.00 (less Slippage, if any) divided by a Base Rent divider of 7.9492% which equals the Earnout Price of $13,876,208.00; for Mansfield Towne Crossing space will be equal to the base minimum rent of $235,526.00 (less Slippage, if any) divided by a Base Rent divider of 7.9174% which equals the Earnout Price of $2,974,782.41; for Pleasant Run Towne Crossing space will be equal to the base minimum rent of $362,686.00 (less Slippage, if any) divided by a Base Rent divider of 7.8894% which equals the Earnout Price of $4,597,122.26; for Davis Towne Crossing space will be equal to the base minimum rent of $129,672.00 (less Slippage, if any) divided by a Base Rent divider of 8.0828% which equals the Earnout Price of $1,604,303.74; Seller shall be responsible on a monthly basis for all CAM, tax and insurance on a prorata basis for the space that is part of the Earnout formula until such time as the Seller perfects the income for said space, but in no event, following 24 months following the closing. At the Initial Closing, Seller shall place in Purchaser's escrow, cash in an amount equal to $15.00 per square foot for tenant improvements and $3.00 per square foot for leasing commissions, times the remaining vacant Earnout square feet of the properties. This escrow may be used by the Seller on a prorate basis as they continue to lease. However, with regards to any vacant space never leased, the balance of the tenant improvements and leasing commissions shall remain with Purchaser. Not withstanding anything to the contrary, all Earnout Closings must comply with all of the terms, requirements and conditions contained in this entire agreement. Not withstanding anything to the contrary, the TOTAL AGGREGATE purchase price of $110,621,830.00 is the maximum purchase price for the four properties. 18. Fifteen (15) days prior to closing, Seller must provide the titles as stated above and a SEPARATE current Urban ALTA/ACSM spotted survey FOR EACH OF THE PROPERTIES in accordance with the minimum standard detail requirements for ALTA/ACSM Land Title surveys jointly established and adopted by ALTA and ACSM in 1999 and includes all Table A optional survey responsibilities and acceptable to Purchaser and the title company. 19. Seller agrees to immediately make available and disclose all information that Purchaser needs to evaluate the above properties, including all inducements, abatements, concessions or cash payments given to tenants, and for CAM, copies of the bills. Seller agrees to cooperate fully with Purchaser and Purchaser's representatives to facilitate Purchaser's evaluations and reports, including at least a one-year audit of the books and records of the This offer is, of course, predicated upon the Purchaser's review and written approval of the existing leases, new leases, lease modifications (if any), all tenant correspondence, REA/OEA agreements, tenants' and guarantors' financial statements, sales figures, representations of income and expenses made by Seller, site inspection, environmental, appraisal, etc., and at least one year of audited 4 WEBER AND COMPANY SHOPPING CENTERS PAGE 6 APRIL 21, 2004 operating statements on said properties is required that qualify, comply with and can be used in a public offering. If this offer is acceptable, please have the Seller sign the original of this letter and initial each page, keeping copies for your files and returning the original to me by APRIL 23, 2004.
JAK EXHIBIT A MANSFIELD TOWN CENTER MANSFIELD, TX [FLOOR PLAN] EXHIBIT A LAKEPOINT TOWNE CENTER LEWISVILLE, TX [FLOOR PLAN] EXHIBIT A PLEASANT RUN TOWNE CROSSING CEDAR HILL, TX [FLOOR PLAN] [FLOOR PLAN] Exhibit B Four Waber Deals - Texas DAVIS TOWNE CROSSING - NORTH RICHLAND HILLS, TX
PLEASANT RUN TOWNE CROSSING - CEDAR HILL, TX
MANSFIELD TOWNE CROSSING - MANSFIELD, TX
LAKEPOINTE TOWNE CROSSING - LEWISVILLE, TX
