REAL PROPERTY
PURCHASE AGREEMENT
THIS REAL PROPERTY PURCHASE AGREEMENT (the "Agreement") is made as of
the 26th day of March, 1999 by and between Dynamics Corporation of America
("Seller"), a New York corporation and a wholly-owned subsidiary of CTS
Corporation ("Parent") an Indiana corporation and ▇▇▇▇▇▇ Properties, Inc., a
Delaware Corporation ("Buyer"), a wholly-owned subsidiary of Mestek, Inc.
("Guarantor") a Pennsylvania corporation.
In consideration of the promises and covenants contained herein and
other good and valuable consideration, the adequacy and sufficiency which is
hereby acknowledged, the parties intending to be legally bound hereby agree as
follows:
1. Sale of Property. Seller shall sell, transfer and convey to Buyer or its
assignee, and Buyer shall purchase and accept from Seller, the real property
described below.
2. Description of Property. The real estate which is the subject of this
Agreement consists of the real property legally described as set forth on
Exhibit "A" attached hereto and incorporated herein by reference, having an
address of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, together with,
all and singular, all buildings, structures and improvements thereon and all
rights and appurtenances pertaining thereto, including any right, title and
interest of Seller in and to adjacent streets, alleys and rights of way. Such
real estate, improvements, rights and appurtenances are collectively referred to
herein as the "Property".
3. Discounted Purchase Price. The Discounted Purchase Price for the Property is
One Million Four Hundred Eighty-Three Thousand and 00/100 Dollars
($1,483,000.00) (the "Discounted Purchase Price") payable in cash at Closing (as
defined below) by wire transfer of immediately available funds to such account
as Seller has theretofore designated.
4. Title and Deed. The Property shall be conveyed by a good and sufficient
general warranty deed (the "Deed") running to Buyer. The Deed shall convey good
and clear record, and marketable and insurable title to the Property, free from
all liens, agreements, encumbrances and encroachments from or against the
Property, except:
4.1 Existing building and zoning laws and other
ordinances as may affect the use, maintenance, and
ownership of the Property;
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4.2 Easements for the public utilities servicing the
Property, if any;
4.3 Such taxes for the current year as are now due and payable at
the Closing which shall be adjusted as set forth in Section
11.4 hereof;
4.4 Any liens for municipal betterments assessed after the date of
this Agreement and/or order for which assessments may be made
after the date of this Agreement; and
4.5 Those liens, encumbrances and encroachments disclosed in the
Title Commitment to which Buyer has not objected pursuant to
Section 6.2 hereof.
5. Time for Performance; Delivery of Deed. The Deed is to be delivered, and the
Purchase Price is to be paid, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, on the 26th day of March, 1999, at 9:00 a.m. (hereinafter referred to as
the "Closing"), or at such time as the parties shall otherwise agree in writing.
At the Closing, Seller shall deliver (a) such customary documents and affidavits
as Buyer's title insurance company may reasonably require to issue an owner's
title insurance policy, and (b) an affidavit, dated as of the Closing, pursuant
to Section 1445 of the Internal Revenue Code in substantially the form of
Exhibit 5 hereto.
6. Title Examination.
6.1 Title Commitment. As soon as reasonably possible, and in any
event within twenty (20) days after the Effective Date of this
Agreement, Buyer shall at its own expense, obtain a title
commitment (the "Title Commitment") covering the Property and
binding the issuer thereof to issue a standard ALTA Owner's
Policy of Title Insurance (the "Title Policy"), in the full
amount of the Purchase Price, insuring Buyer's fee simple
title to the Property to be good and indefeasible, subject
only to the Permitted Exceptions (as defined below), and true
and legible copies of all recorded instruments affecting the
Property and recited as exceptions in the Title Commitment,
and a current tax certificate (collectively, the "Title
Documents").
6.2 Title Review. Buyer shall have fifteen (15) days (the "Review
Period") after Buyer's receipt of the last of the Title
Commitment and the Title Documents to review such documents.
If Buyer has any objections to the Title
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Commitment or the Title Documents, Buyer may deliver the
objections to Seller in writing within the Review Period (the
"Title Objections"). Buyer's failure to make a Title Objection
during the Review Period with respect to any defect in title
to the Property disclosed in the Title Commitment and the
Title Documents shall be a waiver of the right to object
thereto. If there are Title Objections by Buyer, Seller shall
make a good faith attempt to satisfy the Title Objections
within ten (10) days after receipt thereof (the "Cure
Period"), but Seller is not required to incur any costs to do
so. Any item disclosed in the Title Commitment or the Title
Documents to which Buyer does not object shall be deemed a
"Permitted Exception", including without limitation those
title exceptions set forth in Section 4 of this Agreement.
Items that the Title Company identifies as to be released at
Closing will be deemed Title Objections by Buyer.
6.3 Results of Title Review. If Seller cannot satisfy Buyer's
Title Objections within the Cure Period, then Buyer may
terminate this Agreement by delivering a written notice to
Seller on or before the earlier to occur of the date which is
seven (7) days after the expiration of the Cure Period or the
scheduled date of the Closing. If Buyer properly and timely
terminates this Agreement, this Agreement shall be void, and
thereafter neither party shall have any rights or obligations
under this Agreement (except for those which may expressly
survive the termination of this Agreement). If Buyer does not
properly and timely terminate this Agreement, then Buyer shall
be deemed to have waived any uncured Title Objections and must
accept title to the Property and subject to such uncured Title
Objections.
7. Building and Environmental Liabilities.
7.1 Property Inspection. Buyer agrees that the Property has been
inspected by Buyer or Buyer's duly authorized agent; that a
so-called "Phase I" (i.e., documentary review and walk-through
site inspection) environmental evaluation has been performed
on the Property and that the results of said Phase I have been
reviewed by Buyer; Seller afforded Buyer the opportunity to
perform further environmental examinations, including without
limitation a so-called "Phase II;" and that Buyer is aware of
the condition of the Property. Buyer agrees that the Property
is being purchased as a result of Buyer's inspection and not
in reliance upon any representations,
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inducements or promises, either oral or written, made by
Seller or Parent, except as expressly stated in this
Agreement, and neither Seller nor Parent will have any
responsibility whatsoever for any condition, known or unknown,
existing with respect to the Property; except as set forth in
Section 7.5(ii)(a) and(b).
7.2 Purchase Price Reductions for Property Conditions. As a result
of such inspection of the Property, Buyer and Seller have
agreed that Buyer will pay a Discounted Purchase Price for the
Property, as set forth in Paragraph 3 of this Agreement. The
Discounted Purchase Price includes a discount in the amount of
$422,000 from what would otherwise have been the purchase
price for the Property to address the cost of (a) repairing or
replacing the roof; (b) replacing one boiler used for heating;
and (c) certain environmental matters including, without
limitation, the removal and replacement of two underground
fuel storage tanks (as described in Section 7.4 below) and the
disposal of two above-ground storage tanks.
7.3 Policy of Insurance. Seller has agreed to pay the premium of
$128,666.000 and surplus lines tax of $5,146.64, for a total
of $133,813.00 to purchase the policy of insurance attached
hereto as Exhibit 7.3 ("the Insurance Policy") which provides
coverage for certain environmental liabilities, as described
therein. Buyer is the Named Insured under the Insurance
Policy. Seller and Parent shall be Additional Insureds under
the Insurance Policy. The policy limits of the Insurance
Policy shall be shared among the Named and Additional
Insureds. The Insurance Policy shall not be modified or
canceled at any time during the policy period except upon
mutual agreement of Buyer and Seller. Seller further agrees
that it will reimburse Buyer for amounts actually paid by
Buyer toward the deductible amount under the Insurance Policy
in connection with up to three (3) single incidents for which
claims are made by Buyer under the Insurance Policy.
7.4 Underground Fuel Tanks. The $422,000 purchase price discount
set forth in Section 7.2 above includes, but is not limited
to, the estimated cost to remove two underground fuel storage
tanks (the "Tanks") present on the Property. The Tanks have
been excluded from the Insurance Policy. Seller agrees that in
the event that, subsequent to the removal of the Tanks, Buyer
incurs costs in connection with remediation of contamination
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arising from the Tanks or discovered as a result of the
removal of the Tanks, Seller will reimburse Buyer for amounts
actually paid by Buyer for such remediation activities, up to
a maximum of $100,000, in the aggregate, for both Tanks. In no
event will Seller's liability in connection with the Tanks
exceed $100,000.
7.5 Assumption of Liabilities by Buyer. Seller has agreed to (i)
reduce the purchase price, as set forth in 7.2 above; (ii) pay
the premium for the Insurance Policy, as set forth in 7.3
above; (iii) reimburse Buyer for certain amounts which may be
paid toward the deductible under the Insurance Policy, in
accordance with 7.3 above; and (iv) reimburse Buyer for
certain amounts which may be paid by Buyer in connection with
the Tanks, in accordance with 7.4 above. In consideration for
Seller agreement to perform items (i) through (iv), Buyer
expressly agrees to assume all obligations and liabilities
arising from, or as a result of being an owner of the
Property, of whatever kind and nature, primary or secondary,
direct or indirect, absolute or contingent, known or unknown,
whether or not accrued, arising before, on or after the
Closing including, without limitation, the following:
(i) all obligations and liabilities relating to
structural or construction defects, violations of
applicable building codes, defects in the roof,
plumbing, electrical or heating and air conditioning
systems, building materials (including, without
limitation, asbestos) ; and
(ii) all obligations and liabilities for violation of
any Environmental Law or otherwise arising out of a
condition with respect to the Environment, in each
case that relates to the Property , except (a)
those claims or proceedings known to Seller or
Parent before the Closing and not disclosed to
Buyer or (b) where the assumption of any such
obligation or liability is held to be illegal;
provided, however, that if any provision of this
Agreement is held to be illegal, Section 14.8,
Severability, of this Agreement shall govern.
For purposes of this Agreement, (i) the term "Environment" means soil,
surface waters, groundwaters, land, surface or subsurface strata, ambient air or
any other environmental medium; and (ii) the term "Environmental Law" means any
Law for the protection of the Environment.
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8. Seller's Warranties and Representations. Seller represents and warrants
to Buyer as of the date of this Agreement and the date of the Closing
as follows:
8.1 Title. At the Closing, Seller shall convey to Buyer good and
clear record, and marketable and insurable fee simple title to
the Property free and clear of any and all liens, assessments,
encroachments, unrecorded easements, security interests and
any other encumbrances, except the Permitted Exceptions.
8.2 Authority. Seller is a New York corporation, validly existing
and in good standing under the laws of the State of New York
and has the power to own its properties and to carry on its
business as now conducted. Seller has full power and authority
to execute and deliver this Agreement and the Warranty Deed
and other documents, instruments to be delivered at the
Closing and to consummate the transactions contemplated hereby
and thereby. The execution and delivery of this Agreement and
the related documents by and on behalf of Seller and the
consummation of the transactions contemplated hereby and
thereby have been duly authorized by all necessary corporate
action and no other action or proceeding on the part of Seller
is necessary to authorize the execution and delivery by Seller
of this Agreement or the consummation by Seller of the
transactions contemplated hereby or thereby. This Agreement
has been duly executed and delivered by and on behalf of
Seller and is a legal, valid and binding obligation of Seller
enforceable against it in accordance with the stated terms
hereof.
8.3 Lessees. There are no parties in possession of any portion of
the Property as lessees, tenants at sufferance or trespassers.
8.4 Liens. There are no mechanic's liens, Uniform Commercial Code
liens or unrecorded liens against the Property and Seller
shall not allow any such liens to attach to the Property prior
to the Closing, which will not be satisfied out of the
proceeds of the Closing. All obligations of Seller arising
from the ownership and operation of the Property including,
but not limited to, taxes have been paid or will be paid prior
to the Closing. Except for obligations for which provisions
are made in this Agreement for proration at the Closing, there
will be no obligations of Seller with respect to the Property
outstanding as of the Closing.
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8.5 Litigation. There is no pending or threatened
litigation, condemnation or assessment affecting the
Property, including, without limitation any fence,
boundary or water drainage disputes affecting the
Property. Seller shall promptly advise Buyer of any
litigation, condemnation or assessment affecting the
Property which is instituted after the Effective Date of
this Agreement.
8.6 Utilities and Access. There are water, sewer and electrical
power lines to the Property which are available to the Buyer
and which have been sufficient for Seller's purposes on the
Property. The Property has full and free access to and from
public highways, streets and roads and, to the best knowledge
and belief of Seller, there is no pending or threatened
governmental proceeding which could impair or result in the
termination of such access. Seller has no notice from any
governmental authority of a code violation which exists in or
about any part of the Property.
8.7 Property Classification. To the best of Seller's knowledge,
the Property is not located in a Zone A or Zone B flood area
and is not a "wetland" as regards real property, except for
the two restricted wetland areas with a combined area of
approximately 3.36 acres delineated on the plot plan of the
Property prepared by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and Associates, Inc.
dated June 22, 1981 and revised November 26, 1990.
8.8 Zoning. The zoning classification of the Property is I- L Zone
(light industrial), which enables Seller to conduct its
business as it is now being conducted, and none of the
easements or restrictions on the Property materially limit the
Seller in the conduct of its business on the Property.
8.9 No Encumbrances. Seller shall not further encumber the
Property or allow any lien or encumbrance upon the title to
the Property, or modify the terms or conditions of any
existing contracts or encumbrances, if any, without the prior
written consent of Buyer.
8.10 Maintenance of the Property. After the Effective Date of this
Agreement and until the date of the Closing, Seller shall
operate the Property in the same manner as the Property has
been operated and maintain the Property in the same condition
and in the same manner as existed on the Effective Date except
for ordinary wear and tear and
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any casualty loss. In the operation and maintenance of the
Property, Seller has and will comply with all applicable laws,
ordinances, regulations, statutes, permits, rules and
restrictions relating to the Property or any part thereof.
8.11 Permits/Litigation. To the best of Seller's knowledge, Seller
has all permits, licenses and other authorizations which are
required as of the date of this Agreement and the date of the
Closing under any Environmental Law and the Property is in
compliance in all material respects with all terms and
conditions of such required permits, licenses and
authorizations. There is no pending, or to the best of
Seller's knowledge, threatened civil or criminal litigation,
notice of violation or administrative action or proceeding
with respect to the Property under the Environmental Law.
9. Casualty Loss; Condemnation.
9.1 Casualty. All risk of loss to the Property shall remain upon Seller
prior to the Closing. If prior to the Closing the Property is damaged or
destroyed by fire or other casualty to a material extent (as defined below),
Buyer may either terminate this Agreement by delivering a written termination
notice to Seller within ten (10) days after the damage occurs or elect to
proceed to the Closing. If prior to the Closing the Property is damaged by fire
or other casualty to less than a material extent, the parties shall proceed to
the Closing as provided in this Agreement. If the transaction is to proceed to
the Closing despite any damage or destruction, there shall be no reduction in
the Discounted Purchase Price and Seller shall at Seller's option fully repair
the damage prior to the Closing at Seller's sole expense or reimburse Buyer for
the entire cost of repairing the Property by allowing Buyer to deduct the cost
on the cash payable to Seller at the Closing or assign to Buyer all of Seller's
right and interest in any insurance proceeds resulting from such damage or
destruction plus any amount equal to any insurance deductible or self-insured
retention. For the purposes of this Section 9.1, the term "material extent"
means damage or destruction if the cost of repairing and fully restoring the
Property to its previous condition exceeds ten percent (10%) of the Discounted
Purchase Price. If the extent of damage or the amount of insurance proceeds to
be made available is not able to be determined prior to the date of the Closing
or the repairs are not able to be completed prior to the date of the Closing,
either party may postpone the Closing by delivering a written notice to the
other party specifying an extended date of the Closing which is not more than
thirty (30) days after the previously scheduled date of the Closing.
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9.2 Condemnation. If at or prior to Closing, all or a material extent
(as defined below) of the Property is taken by exercise of eminent domain or
condemnation or is the subject of a pending or threatened taking which is not
yet consummated, Seller shall give immediate written notice thereof to Buyer and
Buyer shall have the option of either (a) declaring this Agreement terminated by
giving notice to Seller in which event this Agreement shall be void and neither
party hereto shall have any further obligation to the other pursuant to this
Agreement; or (b) accepting the Deed without any abatement by reason of such
taking or condemnation; provided, however, that Seller shall at Closing turn
over and deliver to Buyer the net proceeds of any award or other proceeds of
such taking which may have been collected by Seller as a result of such taking,
or if no award or other proceeds shall have been collected by Seller or Seller's
agents, deliver to Buyer an assignment of Seller's rights to any such award or
other proceeds which may be payable as a result of such taking. For purposes of
this Section 9.2, the term "material extent" means ten percent (10%) or more of
the total area of the Property, or the taking of any part of the Property which
materially interferes with the Buyer's intended use of the Property.
10. Assignment. Buyer may assign this Agreement only to a related party, defined
as (a) an entity controlling, controlled by or under common control, whether
direct or indirect, with Buyer, or (b) an entity in which Buyer owns an
interest; provided, however, that Seller must consent to such assignment.
Seller's consent shall not be unreasonably withheld.
11. The Closing. At the Closing, the parties shall deliver the
following items.
11.1 Seller's Deliveries. Seller shall deliver to Buyer at Seller's
expense (i) a duly executed general warranty deed conveying the Property in fee
simple according to the legal description attached to the Title Policy and
subject only to the Permitted Exceptions, (ii) The premium for the Insurance
Policy; and (iii) all other documents reasonably required by the Title Company
to close this transaction.
11.2 Buyer's Deliveries. Buyer shall deliver to Seller (i) the
Discounted Purchase Price in cash; (2) the Insurance Policy and appropriate
endorsements, all of which shall be in a form satisfactory to Seller; and (3) at
the Buyer's expense, all other documents reasonably required by the Title
Company to close this transaction.
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11.3 Closing Costs. The expenses of the Closing shall be
paid in the following manner:
11.3.1 The cost of securing the Title Policy shall be paid by
Buyer.
11.3.2 The cost of preparing, executing and acknowledging any
deeds or other instruments required to convey title to Buyer or its nominees in
the manner described in this Agreement shall be paid by Seller.
11.3.3 Any cost of recordation of such deeds or instruments
described in Section 11.3.2 shall be paid by Buyer.
11.3.4 Any tax imposed on the conveyance of title to the
Property to Buyer or its nominee shall be divided equally between Buyer and
Seller.
11.4 Prorations. Any real estate and ad valorem taxes for the year of
the Closing shall be prorated at the Closing effective as of 5:00 p.m. the date
of the Closing. Any rights to security deposits made by Seller with utilities or
others shall be assigned to Buyer shall be delivered to Buyer at the Closing. If
the Closing occurs before the tax rate is fixed for the year of the Closing, the
apportionment of the taxes shall be upon the basis of the tax rate for the
preceding year applied to the latest assessed value but any difference between
estimated taxes for the year of the Closing and the actual taxes paid by Buyer
shall be adjusted equitably between the parties upon proof of payment of the
taxes by Buyer. This provision shall survive the Closing of this Agreement.
11.5 Foreign Person Notification. If Seller fails to deliver to Buyer a
non-foreign affidavit pursuant to Section 1445 of the Internal Revenue Code,
then Buyer may withhold from the sales proceeds an amount sufficient to comply
with the applicable tax law and deliver the withheld proceeds to the Internal
Revenue Service together with the appropriate tax forms.
12. Default
12.1 Buyer's Remedies. If Seller fails to close this Agreement for any
reason except Buyer's default or the termination of this Agreement pursuant to a
right of termination set forth in this Agreement, Seller shall be in default and
Buyer may elect to enforce specific performance of this Agreement and/or bring
suit for damages against Seller.
12.2 Seller's Remedies. If Buyer fails to close this Agreement for any
reason except Seller's default or the termination of this Agreement pursuant to
a right to terminate set forth in
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this Agreement, Buyer shall be in default and Seller may elect to enforce the
specific performance of this Agreement and/or bring suit for damages against
Buyer.
13. Broker Agency Disclosure. Each party to this Agreement represents and
warrants to the other party that such party has had no dealings with any person,
firm, agent or finder in connection with the negotiation of this Agreement or
the consummation of the purchase and sale contemplated herein, and no real
estate broker, agent, attorney, person, firm or entity is entitled to any
commission or finders fee in connection with this transaction as the result of
any dealings or acts of such party except Seller acknowledges it shall be
responsible for the fees of its investment advisor First Chicago Corporation of
Indianapolis, Indiana. Each party hereby agrees to indemnify, defend and protect
and hold the other harmless from any against any cost, expenses or liability for
compensation, commission, fee or charges which may be claimed by any agent,
finder or other similar party, other than the named brokers, by reason of any
dealings or acts of the indemnifying party.
14. Miscellaneous
14.1 Effective Date. The term "Effective Date" means the
date first written above.
14.2 Notices. All notices and other communications required or
permitted under this Agreement must be in writing and shall be deemed delivered,
whether actually received or not on the earlier of actual receipt if delivered
in person or by messenger with evidence of delivery or receipt of an electronics
facsimile transmission or upon deposit in the United States mail as required
below. Notices may be transmitted by fax to the fax telephone number specified
below, if any. Notices delivered by mail must be deposited in the U.S. Postal
Service, first class postage pre-paid, properly addressed to the intended
recipient at the address set forth below.
If to Seller: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President & Secretary
Dynamics Corporation of America
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
If to Buyer: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Treasurer
▇▇▇▇▇▇ Properties, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
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Any party may change this address for notice purposes by delivering
written notice of its new address to all other parties in the manner set forth
above. Copies of all written notices should also be delivered to the Title
Company but failure to notify the Title Company will not cause an otherwise
properly delivered notice to be ineffective.
14.3 Integration. This Agreement contains the complete agreement
between the parties with respect to the Property and supersedes all prior
agreements, contracts, correspondence, understandings or negotiations. This
Agreement shall not be amended or modified in any way except by written
agreement signed by the parties. The parties agree that there are no oral or
signed agreements, understandings, representations or warranties made by the
parties which are not expressly set forth herein.
14.4 Survival. Any warranty, representation, covenant, condition or
obligation contained in this Agreement not otherwise consummated at the Closing
will survive the closing of this transaction.
14.5 Binding Effect. This Agreement shall inure to the benefit of and
be binding upon the parties to this Agreement and their respective successors
and assigns.
14.6 Time. Time is of the essence under each provision of this
Agreement and strict compliance with the times for performance is required
hereunder.
14.7 Governing Law. This Agreement shall be construed under and
governed by the laws of the Commonwealth of Pennsylvania. Unless otherwise
provided herein, all obligations of the parties created under this Agreement are
to be performed in the county where the Property is located.
14.8 Severability. If any provision of this Agreement is held to be
invalid, illegal, or unenforceable by a court of competent jurisdiction, the
invalid, illegal or unenforceable provisions shall not affect any other
provisions and this Agreement shall be construed as if the invalid, illegal or
unenforceable provision is severed and deleted from this Agreement.
14.9 Counterparts. This Agreement may be executed in a
number of identical counterparts each of which is deemed an
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original and all counterparts shall, collectively constitute one
and the same agreement.
EXECUTED as of the Effective Date.
SELLER:
DYNAMICS CORPORATION OF AMERICA
By:/S/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
and Secretary
BUYER:
▇▇▇▇▇▇ PROPERTIES, INC.
By:/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Treasurer
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