Addendum For Attachment To Standard Contract
THIS ADDENDUM is made a part of that certain Agreement for Purchase and
Sale of Real Estate, executed by and between
"Seller", and , as "Buyer",
, 19 , and forms a
This Addendum is executed contemporaneously with the
described Agreement for Purchase and Sale of Real Estate.
Seller's Representations and Warranties.
and warrants to Buyer the following as of the date hereof:
Title. Buyer will acquire
hereunder good, marketable and insurable title to, and the entire right, title
and interest in, the Property, free and clear of all liens, encumbrances,
liabilities, agreements, leases, judgments, claims, rights, easements,
restrictions, and other matters affecting title, except for the permitted
exceptions, the tenant leases and the continuing contracts.
Consents. Seller has
obtained or prior to the closing date Seller shall obtain all consents and
permissions related to the transactions herein contemplated and required under
any covenant, agreement, encumbrance, law or regulation.
Utilities; Access. The Property has adequate water supply, storm and sanitary
sewage facilities, telephone, electricity, fire protection, means of ingress
and egress to and from public highways at the existing curb cuts and, without
limitation, other required public utilities.
Conditions; Encroachments; Flood and Mudslide Hazards.
To the best knowledge of Seller: (1)
there are no soil conditions adversely affecting the Property; (2) the
building does not encroach onto adjoining land or onto any easements, and
there are no encroachments of improvements from adjoining land onto the
Property; (3) the location of the building does not violate any applicable
setback requirements; and (4) the land is not in an area identified by an
agency or department of the federal government as having special flood or
Hazardous Substances. Seller
has not utilized the Property, nor any part hereof, to treat, deposit, store,
dispose of, or place any hazardous substances, as defined by 41 USCA Section
9601(14); nor has Seller authorized any other person or entity to treat,
deposit, store, dispose of or place any hazardous substance, as defined above,
on the property, or any part thereof; and to the best knowledge of Seller, no
other person or entity has treated, deposited, stored, disposed of, or placed
any hazardous substance, as defined on the Property; or any part thereof.
In the event a release or threatened release of a hazardous substance
is discovered on the Property, regardless of whether the Seller was in any way
responsible for such release, which subjects the Buyer to liability, in any
form whatsoever, under the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, 42 USCA Section 9607, or under any other statutory
or common law, Seller agrees to indemnify and hold harmless Buyer from any
such liability which may be imposed.
Construction; Use; Occupancy.
Operation. At the time of
of this Agreement, the
building located on the Property is not built, and will not be completed prior
to closing. The Seller is
warranting the completion of the project according to the plans and
specifications attached and which are acceptable to the Tenant.
The manner of construction of the building shall be completed in a
good, workmanlike and substantial manner, free from material defects, operated
at all times in accordance with the Project Plans and Specifications as
approved, the same to fully comply with all federal, state and local laws,
ordinances, rules, regulations and orders in existence on or before the date
Permits, CO's, Zoning, etc. (a)
All building permits, certificates of occupancy, all other notices,
licenses, permits, certificates and authority, including notification of the
completion of all punch list items to the satisfaction of the Buyer, required
in connection with the construction, use or occupancy of the Property shall be
delivered to the Buyer prior to
closing; (b) valid and
final certificates of occupancy will be issued for the building and each part
and portion thereof (except those tenant spaces for which, under the laws of
the State of __________________, only the tenant can obtain the certificates
of occupancy, Seller hereby representing and warranting to the best of its
knowledge that such certificates of occupancy have been obtained by such
tenant(s), and no space has been or will have been as of the closing date
leased in violation of any such certificates.
Notices; Requests. Seller has
received no notice of knowledge that any government agency or any employee or
official thereof considers the construction on the Property or the operation
or use of the same have failed to comply with any law, ordinance, regulation
or order or that any investigation has been commenced or is contemplated
respecting any such possible failure of compliance.
There are no unsatisfied expenses or invoices for repairs, restorations
or improvements from any person, entity or authority, including, but not
limited to, any tenant, lender, insurance carrier or government authority.
Maintenance; HVAC. The Property and each part and portion thereof are in good
condition and repair, the structure of the building is sound and in all
respects adequate for its present tenancies. Seller will maintain its repair
between the Date hereof and the closing date.
The heating and air conditioning systems are in good condition and
working order and adequate in quantity and quality for all requirements of the
Liens. Seller shall keep
the Property at all
on or before the Closing Date, free and clear of all liens, claims or demands
(including, but not limited to, mechanic's liens) in connection with work
performed on the Property or any portion thereof and materials provided in
connection with such work, where such work was performed on the Property or
any portion thereof and materials provided in connection with such work, where
such work was performed or such materials were provided on or before the
closing date; provided, however, that in the event of the
of any such lien, Seller, within thirty (30) days after the notice of filing
of the same, shall secure the release of the same by bonding or other
appropriate means. Without
limitation upon the foregoing, Seller shall pay, at or before the time the
same shall be due, all assessments, bonds and special assessments which
constitute a lien or encumbrance against the Property as of the
of Set-Off. In the event that any
representation herein should prove, for any reason, to be untrue, Buyer
reserves the right, in Buyer's own exclusive discretion, to set-off and
otherwise deduct from the balance of the Promissory Note that
Buyer Shall give Seller as partial payment of the purchase price at closing,
any damage or injury that Buyer shall sustain. For said purpose, the Buyer may
elect to either deduct said amount for damage or injury from the outstanding
balance of the Promissory Note or, in the Buyer's discretion, from the
sequential monthly payments thereunder which shall be necessary for the
purpose of satisfying said amount. In
the event that Seller objects to said set-off, Seller shall have the right,
within twenty-one (21) days from the date of formal notification by Buyer that
Buyer elects to exercise said right of set-off to file an action for
declaratory relief challenging Buyer's purported attempted to so exercise the
right granted by this paragraph.
the exception of the provisions contained herein, the Agreement shall remain on
its face fully enforceable and otherwise deemed unmodified.
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