Exhibit 10.13


 


[LOGO]


STANDARD OFFER, AGREEMENT AND ESCROW


INSTRUCTIONS FOR PURCHASE OF REAL ESTATE


(Non-Residential)


American Industrial Real Estate Association


 


	
   

  	
  March 24, 2003

  
	
   

  	
   

  
	
   

  	
  (Date for Reference Purposes)

  



 


1.                                      Buyer.


 


1.1  SCP Park Meadows, LLC, an
Indiana Limited Liability Company, (“Buyer”)
hereby offers to purchase the real property, hereinafter described, from the
owner thereof (“Seller”)
(collectively, the “Parties” or
individually, a “Party”), through
an escrow (“Escrow”) to close on
or before April 15, 2003 (“Expected Closing
Date”) to be held by Stewart Title & Escrow Company (“Escrow Holder”) whose address is 180 North
Riverview Drive, Suite 100, Anaheim, California 92802, Phone No. (714)
685-2320, Facsimile No. (714) 242-9894 upon the terms and conditions set forth
in this agreement (“Agreement”).
Buyer shall have the right to assign Buyer’s rights hereunder, but any such
assignment shall not relieve Buyer of Buyer’s obligations herein unless Seller
expressly releases Buyer.


 


1.2  The term “Date of Agreement” as used herein shall be
the date when by execution and delivery (as defined in paragraph 20.2) of this
document or a subsequent counteroffer thereto, Buyer and Seller have reached
agreement in writing whereby Seller agrees to sell, and Buyer agrees to
purchase, the Property upon terms accepted by both Parties.


 


2.                                      Property.


 


2.1  The real property (“Property”) that is the subject of this
offer consists of (insert a brief physical description) commonly referred to as
Cypress City Center, an approximate 53,471 square foot professional office
building is located in the City of Cypress, County of Orange, State of
California, is commonly known by the street address of 5400 Orange Avenue and
is legally described as


(APN:
                                              ).


 


2.2  If the legal description of
the Property is not complete or is inaccurate, this Agreement shall not be
invalid and the legal description shall be completed or corrected to meet the
requirements of Stewart Title Company (“Title
Company”), which shall issue the title policy hereinafter described.


 


2.3  The Property includes, at
no additional cost to Buyer, the permanent improvements thereon, including
those items which pursuant to applicable law are a part of the property, as well
as the following items, if any, owned by Seller and at present located on the
Property: electrical distribution systems (power panel, bus ducting, conduits,
disconnects, lighting fixtures); telephone distribution systems (lines, jacks
and connections only); space heaters; heating, ventilating, air conditioning
equipment (“HVAC”); air lines;
fire sprinkler systems; security and fire detection systems; carpets; window
coverings; wall coverings; and
                                
                                                                            (collectively,
the “Improvements”).


 


2.4  The fire sprinkler monitor:
o is owned by
Seller and included in the Purchase Price, or o
is leased by Seller, and Buyer will need to negotiate a new lease with the fire
monitoring company.


 


2.5  Except as provided in
Paragraph 2.3, the Purchase Price does not include Seller’s personal property,
furniture and furnishings, and
                                              .


 


3.                                      Purchase
Price.


 


3.1  The purchase price (“Purchase Price”) to be paid by Buyer to
Seller for the Property shall be $5,834,000, payable as follows:


 


	
   

  	
  (a)     Cash down payment, including the Deposit
  as defined in paragraph 4.3 (or if an all cash transaction, the Purchase
  Price):

  	
   

  	
  $

  	
  5,834,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Purchase Price:

  	
   

  	
  $

  	
  5,834,000

  	
   

  



 


3.2  If Buyer is taking title to
the Property subject to, or assuming, and Existing Deed of Trust and such deed
of trust permits the beneficiary to demand payment of fees including, but not
limited to, points, processing fees, and appraisal fees as a condition to the
transfer of the Property, Buyer agrees to pay such fees up to a maximum of 1.5%
of the unpaid principal balance of the applicable Existing Note.


 


4.                                      Deposits.


 


	
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4.1  o
Buyer has delivered to Broker a check in the sum of $
                                          ,
payable to Escrow Holder, to be held by Broker until both Parties have executed
this Agreement and the executed Agreement has been delivered to Escrow Holder, or
ý Buyer shall deliver to Escrow Holder a check
in the sum of $ 150,000 when both Parties have executed this Agreement and the
executed Agreement has been delivered to Escrow Holder.  When cashed, the check shall be deposited
into the Escrow’s trust account to be applied toward the Purchase Price of the
Property at the Closing.  See Addendum.


 


4.2  Additional deposits:


 


(a)  Within 5 business days
after the Date of Agreement, Buyer shall deposit with Escrow Holder the
additional sum of
$                                     
to be applied to the Purchase Price at the Closing.


 


(b)  Within 5 business days
after the contingencies discussed in paragraph 9.1 (a) through (k) are approved
or waived, Buyer shall deposit with Escrow Holder the additional sum of $
                                            
to be applied to the Purchase Price at the Closing.


 


4.3  Escrow Holder shall deposit the funds
deposited with it by Buyer pursuant to paragraphs 4.1 and 4.2 (collectively the
“Deposit”), in a State or
Federally chartered bank in an interest bearing account whose term is
appropriate and consistent with the timing requirements of this
transaction.  The interest therefrom
shall accrue to the benefit of Buyer, who hereby acknowledges that there may be
penalties or interest forfeitures if the applicable instrument is redeemed
prior to its specified maturity.  Buyer’s
Federal Tax Identification Number is
                                          .  NOTE: Such interest bearing account cannot
be opened until Buyer’s Federal Tax Identification Number is provided.


 


5.             INTENTIONALLY DELETED


 


6.                                      Seller
Financing (Purchase Money Note).


 


7.                                      Real
Estate Brokers.


 


7.1  The following real estate
broker(s) (“Brokers”) and
brokerage relationships exist in this transaction and are consented to by the
Parties (check the applicable boxes):


 


	
  ý  Grubb & Ellis Company

  	
   

  	
  represents Seller exclusively (“Seller’s
  Broker”);

  
	
   

  	
   

  	
   

  
	
  ý  Peter Papke

  	
   

  	
  represents Buyer exclusively (“Buyer’s
  Broker”); or

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  represents both Seller and Buyer (“Dual
  Agency”).

  



 


The Parties acknowledge that Brokers are the procuring cause of this
Agreement.  See paragraph 24 for
disclosures regarding the nature of a real estate agency relationship.


 


7.2  Buyer and Seller each represent and warrant
to the other that he/she/it has had no dealings with any person, firm, broker
or finder in connection with the negotiation of this Agreement and/or the
consummation of the purchase and sale contemplated herein, other than the
Brokers named in paragraph 7.1, and no broker or other person, firm or entity,
other than said Brokers is/are entitled to any commission or finder’s fee in
connection with this transaction as the result of any dealings or acts of such
Party.  Buyer and Seller do each hereby
agree to indemnify, defend, protect and hold the other harmless from and
against any costs, expenses or liability for compensation, commission or
charges which may be claimed by any broker, finder or other similar party,
other than said named Brokers by reason of any dealings or act of the
indemnifying Party.


 


8.                                      Escrow
and Closing.


 


8.1  Upon acceptance hereof by Seller, this Agreement,
including any counter-offers incorporated herein by the Parties, shall
constitute not only the agreement of purchase and sale between Buyer and
Seller, but also instructions to Escrow Holder for the consummation of the
Agreement through the Escrow.  Escrow
Holder shall not prepare any further escrow instructions restating or amending
the Agreement unless specifically so instructed by the Parties or a Broker
herein.  Subject to the reasonable
approval of the Parties, Escrow Holder may, however, include its standard
general escrow provisions.


 


8.2  As soon as practical after the receipt of
this Agreement and any relevant counteroffers, Escrow Holder shall ascertain
the Date of Agreement as defined in paragraphs 1.2 and 20.2 and advise the
Parties and Brokers, in writing, of the date ascertained.


 


8.3  Escrow Holder is hereby authorized and
instructed to conduct the Escrow in accordance with this Agreement, applicable
law and custom and practice of the community in which Escrow Holder is located,
including any reporting requirements of the Internal Revenue Code.  In the event of a conflict between the law
of the state where the Property is located and the law of the state where the
Escrow Holder is located, the law of the state where the Property is located
shall prevail.


 


8.4  Subject to satisfaction of the contingencies
herein described, Escrow Holder shall close this escrow (the “Closing”) by recording a general warranty
deed (a grant deed in California) and the other documents required to be
recorded, and by disbursing the funds and documents in accordance with this
Agreement.


 


8.5  Buyer and Seller shall each pay one-half of
the Escrow Holder’s charges and Seller shall pay the usual recording fees and
any required documentary transfer taxes. 
Seller shall pay the premium for a standard coverage owner’s policy of
title insurance.  See Addendum.


 


8.6  Escrow Holder shall verify that all of
Buyer’s contingencies have been satisfied or waived prior to Closing.  The matters contained in paragraphs 9.1
subparagraphs (b), (c), (d), (e), (g), (l), (n), and (o), 9.4, 9.5, 12, 13, 14,
16, 18, 20, 21, 22, and 24 are, however, matters of agreement between the


 


 


	
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Parties only and are not instructions to Escrow Holder.


 


8.7  If this transaction is
terminated for non-satisfaction and non-waiver of a Buyer’s Contingency, as
defined in paragraph 9.2, then neither of the Parties shall thereafter have any
liability to the other under this Agreement, except to the extent of a breach
of any affirmative covenant or warranty in this Agreement.  In the event of such termination, Buyer
shall be promptly refunded all funds deposited by Buyer with Escrow Holder,
less only Title Company and Escrow Holder cancellation fees and costs, all of
which shall be Buyer’s obligation.


 


8.8  The Closing shall occur on
the Expected Closing Date, or as soon thereafter as the Escrow is in condition
for Closing; provided, however, that if the Closing does not occur by the
Expected Closing Date and said Date is not extended by mutual instructions of
the Parties, a Party not then in default under this Agreement may notify the
other Party, Escrow Holder, and Brokers, in writing that, unless the Closing
occurs within 5 business days following said notice, the Escrow shall be deemed
terminated without further notice or instructions.


 


8.9  Except as otherwise
provided herein, the termination of Escrow shall not relieve or release either
Party from any obligation to pay Escrow Holder’s fees and costs or constitute a
waiver, release or discharge of any breach or default that has occurred in the
performance of the obligations, agreements, covenants or warranties contained therein.


 


8.10  If this Escrow is
terminated for any reason, then at Seller’s request, and as a condition to the
return of Buyer’s deposit, Buyer shall within 5 days after written request
deliver to Seller, at no charge, copies of all surveys, engineering studies,
soil reports, maps, master plans, feasibility studies and other similar items
prepared by or for Buyer that pertain to the Property.  


 


9.                                      Contingencies
to Closing.


 


9.1  The Closing of this
transaction is contingent upon the satisfaction or waiver of the following
contingencies.  IF BUYER FAILS TO NOTIFY ESCROW HOLDER, IN WRITING, OF
THE APPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED THEREIN, IT
SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS DISAPPROVED SUCH ITEM, MATTER OR
DOCUMENT.  Buyer’s
conditional approval shall constitute disapproval, unless provision is made by
the Seller within the time specified therefore by the Buyer in such conditional
approval or by this Agreement, whichever is later, for the satisfaction of the
condition imposed by the Buyer.  Escrow
Holder shall promptly provide all Parties with copies of any written
disapproval or conditional approval which it receives.  With regard to subparagraphs (a) through (l)
the pre-printed time periods shall control unless a different number of days is
inserted in the spaces provided.


 


(a) Disclosure. Seller
shall make to Buyer, through escrow, all of the applicable disclosures required
by law (See American Industrial Real Estate Association (“AIR”) standard form entitled “Seller’s
Mandatory Disclosure Statement”) and provide Buyer with a completed Property
Information Sheet (“Property Information
Sheet”) concerning the Property, duly executed by or on behalf of
Seller in the current form or equivalent to that published by the AIR within
N/A days following the Date of Agreement. 
Buyer has N/A days from the receipt of said disclosures to approve or
disapprove the matters disclosed.  SEE
ADDENDUM


 


(b) Physical Inspection.
Buyer has N/A days from the receipt of the Property Information Sheet or
the Date of Agreement, whichever is later, to satisfy itself with regard to the
physical aspects and size of the Property. 
SEE ADDENDUM


 


(c) Intentionally deleted.


 


(d) Soil Inspection.
Buyer has N/A days from Date of Agreement, to satisfy itself with regard to the
condition of the soils on the Property. 
Seller recommends that Buyer obtain a soil test report.  Any such report shall be paid for by Buyer.  Seller has provided Buyer with copies of any
soils report that Seller may have.  SEE
ADDENDUM


 


(e) Governmental Approvals.
Buyer has N/A days from the Date of Agreement to satisfy itself with regard to
approvals and permits from governmental agencies or departments which have or
may have jurisdiction over the Property and which Buyer deems necessary or
desirable in connection with its intended use of the Property, including, but
not limited to, permits and approvals required with respect to zoning,
planning, building and safety, fire, police, handicapped and Americans with
Disabilities Act requirements, transportation and environmental matters.  SEE ADDENDUM


 


(f) Conditions of Title.
Escrow Holder shall cause a current commitment for title Insurance (“Title Commitment”) concerning the Property
issued by the Title Company, as well as legible copies of all documents
referred to in the Title Commitment (“Underlying
Documents”) to be delivered to Buyer within N/A days following the
Date of Agreement.  Buyer has N/A days
from the receipt of the Title Commitment and Underlying Documents to satisfy
itself with regard to the condition of title. 
The disapproval of Buyer of any monetary encumbrance, which by the terms
of this Agreement is not to remain against the Property after the Closing,
shall not be considered a failure of this contingency, as Seller shall have the
obligation, at Seller’s expense, to satisfy and remove such disapproved
monetary encumbrance at or before the Closing. 
SEE ADDENDUM


 


(g) Survey. Buyer has N/A
days from the receipt of the Title Commitment and Underlying Documents and the
Survey to satisfy itself with regard to any ALTA title supplement based upon a
survey prepared to American Land Title Association (“ALTA”) standards for an
owner’s policy by a licensed surveyor, showing the legal description and
boundary lines of the Property, any easements of record, and any improvements,
poles, structures and things located within 10 feet of either side of the
Property boundary lines.  Any such
survey shall be prepared at Buyer’s direction and expense.  If Buyer has obtained a survey and approved
the ALTA title supplement, Buyer may elect within the period allowed for
Buyer’s approval of a survey to have an ALTA extended coverage owner’s form of
title policy, in which event Buyer shall pay any additional premium
attributable thereto.  SEE ADDENDUM


 


	
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(h) Intentionally deleted.


 


(i) Intentionally deleted.


 


(j) Intentionally deleted.


 


(k) Intentionally deleted.


 


	
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(l) Personal Property. In
the event that any personal property is included in the Purchase Price, Buyer
has 10 or         days from the Date of
Agreement to satisfy itself with regard to the title condition of such personal
property. Seller recommends that Buyer obtain a UCC-1 report. Any such report
shall be paid for by Buyer. Seller shall provide Buyer copies of any liens or
encumbrances affecting such personal property that it is aware of within 10 or
        days of the Date of Agreement.


 


(m) Destruction, Damage or Loss.
There shall not have occurred prior to the Closing, a destruction of, or damage
or loss to, the Property or any portion thereof, from any cause whatsoever,
which would cost more than $10,000.00 to repair or cure. If the cost of repair
or cure is $10,000.00 or less, Seller shall repair or cure the loss prior to
the Closing. Buyer shall have the option, within 10 days after receipt of
written notice of a loss costing more than $10,000.00 to repair or cure, to
either terminate this transaction or to purchase the Property notwithstanding
such loss, but without deduction or offset against the Purchase Price. If the
cost to repair or cure is more than $10,000.00, and Buyer does not elect to
terminate this transaction, Buyer shall be entitled to any insurance proceeds
applicable to such loss. Unless otherwise notified in writing, Escrow Holder
shall assume no such destruction, damage or loss has occurred prior to Closing.


 


(n) Material Change.
Buyer shall have 10 days following receipt of written notice of a Material
Change within which to satisfy itself with regard to such change. “Material Change” shall mean a change in the
status of the use, occupancy, tenants, or condition of the Property that occurs
after the date of this offer and prior to the Closing. Unless otherwise
notified in writing. Escrow Holder shall assume that no Material Change has
occurred prior to the Closing.


 


(o) Seller Performance.
The delivery of all documents and the due performance by Seller of each and
every undertaking and agreement to be performed by Seller under this Agreement.


 


(p) Warranties. That each
representation and warranty of Seller herein be true and correct as of the
Closing. Escrow Holder shall assume that this condition has been satisfied
unless notified to the contrary in writing by any Party prior to the Closing.


 


(q) Brokerage Fee.
Payment at the Closing of such brokerage fee as is specified in this Agreement
or later written instructions to Escrow Holder executed by Seller and Brokers
(“Brokerage Fee”). It is agreed by
the Parties and Escrow Holder that Brokers are a third party beneficiary of
this Agreement insofar as the Brokerage Fee is concerned, and that no change
shall be made with respect to the payment of the Brokerage Fee specified in
this Agreement, without the written consent of Brokers.


 


9.2  All of the contingencies specified in
subparagraphs (a) through (p) of paragraph 9.1 are for the benefit of, and may
be waived by, Buyer, and may be elsewhere herein referred to as “Buyer Contingencies.”


 


9.3  If any Buyer’s Contingency or any other
matter subject to Buyer’s approval is disapproved as provided for herein in a
timely manner (“Disapproved Item”),
Seller shall have the right within 10 days following the receipt of notice of
Buyer’s disapproval to elect to cure such Disapproved Item prior to the
Expected Closing Date (“Seller’s Election”).
Seller’s failure to give to Buyer within such period, written notice of
Seller’s commitment to cure such Disapproved Item on or before the Expected
Closing Date shall be conclusively presumed to be Seller’s Election not to cure
such Disapproved Item. If Seller elects, either by written notice or failure to
give written notice, not to cure a Disapproved Item, Buyer shall have the
election, within 10 days after Seller’s Election to either accept title to the
Property subject to such Disapproved Item, or to terminate this transaction.
Buyer’s failure to notify Seller in writing of Buyer’s election to accept title
to the Property subject to the Disapproved Item without deduction or offset
shall constitute Buyer’s election to terminate this transaction. Unless
expressly provided otherwise herein, Seller’s right to cure shall not apply to
the remediation of Hazardous Substance Conditions or to the Financing Contingency.
Unless the Parties mutually instruct otherwise, if the time periods for the
satisfaction of contingencies or for Seller’s and Buyer’s said Elections would
expire on a date after the Expected Closing Date, the Expected Closing Date
shall be deemed extended for 3 business days following the expiration of: (a)
the applicable contingency period(s), (b) the period within which the Seller
may elect to cure the Disapproved Item, or (c) if Seller elects not to cure,
the period within which Buyer may elect to proceed with this transaction,
whichever is later.


 


9.4  Buyer understands and agrees that until such
time as all Buyer’s Contingencies have been satisfied or waived, Seller and/or
its agents may solicit, entertain and/or accept back-up offers to purchase the
subject Property.


 


9.5  The Parties acknowledge that extensive
local, state and Federal legislation establish broad liability upon owners
and/or users of real property for the investigation and remediation of
Hazardous Substances. The determination of the existence of a Hazardous
Substance Condition and the evaluation of the impact of such a condition are
highly technical and beyond the expertise of Brokers. The Parties acknowledge
that they have been advised by Brokers to consult their own technical and legal
experts with respect to the possible presence of Hazardous Substances on this
Property or adjoining properties, and Buyer and Seller are not relying upon any
investigation by or statement of Brokers with respect thereto. The Parties
hereby assume all responsibility for the impact of such Hazardous Substances
upon their respective interests herein.


 


10.                               Documents
Required at or before Closing:


 


10.1  Five days prior to the Closing date Escrow
Holder shall obtain an updated Title Commitment concerning the Property from
the Title Company and provide copies thereof to each of the Parties.


 


10.2  Seller shall deliver to Escrow Holder in
time for delivery to Buyer at the Closing:


 


(a) 
Grant or general warranty deed, duly executed and in recordable form,
conveying fee title to the Property to Buyer.


 


(b) 
If applicable, the Beneficiary Statements concerning Existing Note(s).


 


(c) Intentionally deleted.


 


(d) Intentionally deleted.


 


(e) An affidavit executed by Seller to the
effect that Seller is not a “foreign person” within the meaning of Internal
Revenue Code Section 1445 or successor statutes. If Seller does not provide
such affidavit in from reasonably satisfactory to Buyer at least 3 business
days prior to the Closing, Escrow Holder shall at the Closing deduct from
Seller’s proceeds and remit to Internal Revenue Service such sum as is required
by applicable Federal law with respect to purchases from foreign sellers.


 


(f) If the Property is located in California,
an affidavit executed by Seller to the effect that Seller is not a
“nonresident” within the meaning of California Revenue and Tax Code Section
18862 or successor statutes. If Seller does not provide such affidavit in from
reasonably satisfactory to Buyer at least 3 business days prior to the Closing,
Escrow Holder shall at the Closing deduct from Seller’s proceeds and remit to
the Franchise Tax Board such sum as is required by such statute.


 


(g) If applicable, a bill of sale, duly
executed, conveying title to any included personal property to Buyer.


 


(h) If the Seller is a corporation, a duly
executed corporate resolution authorizing the execution of this Agreement and
the sale of the Property.


 


10.3  Buyer shall deliver to Seller through
Escrow:


 


(a) The cash portion of the Purchase Price
and such additional sums as are required of Buyer under this Agreement shall be
deposited by Buyer with Escrow Holder, by federal funds wire transfer, or any
other method acceptable to Escrow Holder as immediately collectable funds, no
later than 2:00 P.M. on the business day prior to the Expected Closing Date.


 


(b) If a Purchase Money Note and Purchase
Money Deed of Trust are called for by this Agreement, the duly executed
originals of those documents, the Purchase Money Deed of Trust being recordable
form, together with evidence of fire insurance on the improvements in the
amount of the full replacement cost naming Seller as a mortgage loss payee, and
a real estate tax service contract (at Buyer’s expense), assuring Seller of
notice of the status of payment of real property taxes during the life of the
Purchase Money Note.


 


(e) If applicable, a written assumption duly executed by Buyer of the
loan documents with respect to Existing Notes,


 


(f) If the Buyer is a corporation, a duly executed corporate resolution
authorizing the execution of this Agreement and the purchase of the Property.


 


10.4  At Closing, Escrow Holder shall cause to be
issued to Buyer a standard coverage (or ALTA extended, if elected pursuant to
9.1(g)) owner’s form policy of title insurance effective as of the Closing,
issued by the Title Company in the full amount of the Purchase Price, insuring
title to the Property vested in Buyer, subject only to the exceptions approved
by Buyer. In the event there is a Purchase Money Deed of Trust in this transaction,
the policy of title insurance shall be a joint protection policy insuring both
Buyer and Seller.


IMPORTANT: IN A PURCHASE OR
EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE
IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED
LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING
ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE
YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING.


 


11.                               Prorations
and Adjustments.


 


11.1  Intentionally deleted.


 


11.2  Intentionally deleted.


 


11.3  Intentionally deleted.


 


11.4  Intentionally deleted.


 


	
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Post Closing


 


11.6  Variations
in Existing Note Balances. 
In the event that Buyer is purchasing the Property subject to an
Existing Deed of Trust(s), and in the event that a Beneficiary Statement as to
the applicable Existing Note(s) discloses that the unpaid principal balance of
such Existing Note(s) at the Closing will be more or less than the amount set
forth in paragraph 3.1(c) hereof (“Existing
Note  Variation”), then
the Purchase Money Note(s) shall be reduced or increased by an amount equal to
such Existing Note Variation.  If there
is to be no Purchase Money Note, the cash required at the Closing per paragraph
3.1(a) shall be reduced or increased by the amount of such Existing Note
Variation.


 


11.7  Variations in New Loan Balance.  In the event Buyer is obtaining a New Loan and the amount
ultimately obtained exceeds the amount set forth in paragraph 5.1, then the
amount of the Purchase Money Note, if any, shall be reduced by the amount of
such excess.


 


12.                               Representation
and Warranties of Seller and Disclaimers. See Addendum


 


12.1  Intentionally deleted.


 


12.2  Intentionally deleted.


 


12.3  In the event that Buyer
learns that a Seller representation or warranty might be untrue prior to the
Closing, and Buyer elects to purchase the Property anyway then, and in that
event, Buyer waives any right that it may have to bring an action or proceeding
against Seller or Brokers regarding said representation or warranty.


 


12.4  Any environmental reports,
soils reports, surveys, and other similar documents which were prepared by
third party consultants and provided to Buyer by Seller or Seller’s
representatives, have been delivered as an accommodation to Buyer and without
any representation or warranty as to the sufficiency, accuracy, completeness, and/or
validity of said documents, all of which Buyer relies on at its own risk.  Seller believes said documents to be
accurate, but Buyer is advised to retain appropriate consultants to review said
documents and investigate the Property.


 


13.                               Possession.


 


Possession of the Property shall be given to Buyer at the Closing
subject to the rights of tenants under Existing Leases.


 


14.                               Buyer’s
Entry.


 


At any time during the Escrow period, Buyer, and its agents and
representatives, shall have the right at reasonable times and subject to rights
of tenants, to enter upon the Property for the purpose of making inspections
and tests specified in this Agreement. 
No destructive testing shall be conducted, however, without Seller’s prior
approval which shall not be unreasonably withheld.  Following any such entry or work, unless otherwise directed in
writing by Seller, Buyer shall return the Property to the condition it was in
prior to such entry or work, including the recompaction or removal of any
disrupted soil or material as Seller may reasonably direct.  All such inspections and tests and any other
work conducted or materials furnished with respect to the Property by or for
Buyer shall be paid for by Buyer as and when due and Buyer shall indemnify,
defend, protect and hold harmless Seller and the Property of and from any and
all claims, liabilities, losses, expenses (including reasonable attorneys’
fees), damages, including those for injury to person or property, arising out
of or relating to any such work or materials or the acts or omissions of Buyer,
its agents or employees in connection therewith.


 


15.                               Further
Documents and Assurances.


 


The Parties shall each, diligently and in good faith, undertake all
actions and procedures reasonably required to place the Escrow in condition for
Closing as and when required by this Agreement.  The Parties agree to provide all further information, and to
execute and deliver all further documents, reasonably required by Escrow Holder
or the Title Company.


 


16.                               Attorneys’
Fees.


 


If any Party or Broker brings an action or proceeding (including
arbitration) involving the Property whether founded in tort, contract or
equity, or to declare rights hereunder, the Prevailing Party (as hereafter
defined) in any such proceeding, action, or appeal thereon, shall be entitled
to reasonable attorneys’ fees.  Such
fees may be awarded in the same suit or recovered in a separate suit, whether
or not such action or proceeding is pursued to decision or judgment.  The term “Prevailing
Party” shall include, without limitation, a Party or Broker who
substantially obtains or defeats the relief sought, as the case may be, whether
by compromise, settlement, judgment, or the abandonment by the other Party or
Broker of its claim or defense.  The
attorneys’ fees award shall not be computed in accordance with any court fee
schedule, but shall be such as to fully reimburse all attorneys’ fees
reasonably incurred.


 


17.                               Prior
Agreements/Amendments.


 


17.1  This Agreement supersedes
any and all prior agreements between Seller and Buyer regarding the Property.


 


17.2  Amendments to this
Agreement are effective only if made in writing and executed by Buyer and
Seller.


 


18.                               Broker’s
Rights.


 


18.1  If this sale is not
consummated due to the default of either the Buyer or Seller, the defaulting
Party shall be liable to and shall pay to Brokers the Brokerage Fee that
Brokers would have received had the sale been consummated.  If Buyer is the defaulting party, payment of
said Brokerage Fee is in addition to any obligation with respect to liquidated
or other damages.


 


18.2  Intentionally deleted.


 


19.                               Notices.


 


19.1  Whenever any Party, Escrow
Holder or Brokers herein shall desire to give or serve any notice, demand,
request, approval, disapproval or other communication, each such communication
shall be in writing and shall be delivered personally, by messenger or by mail,
postage prepaid, to the address set forth in this Agreement or by facsimile
transmission.


 


19.2  Service of any such
communication shall be deemed made on the date of actual receipt if personally
delivered.  Any such communication sent
by regular mail shall be deemed given 48 hours after the same is mailed.  Communications sent by United States Express
Mail or overnight courier that guarantee next day delivery shall be deemed
delivered 24 hours after delivery of the same to the Postal Service or
courier.  Communications transmitted by
facsimile transmission shall be deemed delivered upon telephonic confirmation
of receipt (confirmation report from fax machine is sufficient), provided a
copy is also delivered via delivery or mail. 
If such communication is received on a Saturday, Sunday or legal
holiday, it shall be deemed received on the next business day.


 


19.3  Any Party or Broker hereto
may from time to time, by notice in writing, designate a different address to
which, or a different person or additional persons to whom, all communications
are thereafter to be made.


 


20.                               Duration
of Offer.


 


20.1  If this offer is not
accepted by Seller on or before 5:00 P.M. according to the time standard
applicable to the city of Cypress on the date of March 24, 2003, it shall


 


 


	
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be deemed automatically
revoked.


 


20.2  The acceptance of this
offer, or of any subsequent counteroffer hereto, that creates an agreement
between the Parties as described in paragraph 1.2, shall be deemed made upon
delivery to the other Party or either Broker herein of a duly executed writing
unconditionally accepting the last outstanding offer or counteroffer.


 


21.                               LIQUIDATED
DAMAGES.  (This Liquidated Damages paragraph is applicable only if initialed by
both Parties).


 


THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT
TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE
SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES
PROVIDED FOR THE BUYER’S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL
BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF $150,000. UPON PAYMENT OF
SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO
SELLER, AND ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE
PAID BY SELLER.


 


	
   

  	
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22.                               ARBITRATION
OF DISPUTES.  SEE ADDENDUM.


 


	
   

  	
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23.                               Miscellaneous.


 


23.1  Binding
Effect.     This Agreement shall be binding
on the Parties without regard to whether or not paragraphs 21 and 22 are
initialed by both of the Parties. 
Paragraphs 21 and 22 are each incorporated into this Agreement only if
initialed by both Parties at the time that the Agreement is executed.


 


23.2  Applicable
Law.    This Agreement shall be governed by, and
paragraph 22.3 is amended to refer to, the laws of the state in which the
Property is located.


 


23.3  Time of
Essence.    Time is of the essence of this
Agreement.


 


23.4  Counterparts.         This
Agreement may be executed by Buyer and Seller in counterparts, each of which
shall be deemed an original, and all of which together shall constitute one and
the same instrument.  Escrow Holder,
after verifying that the counterparts are identical except for the signatures,
is authorized and instructed to combine the signed signature pages on one of
the counterparts, which shall then constitute the Agreement.


 


23.5  Waiver of
Jury Trial.  THE PARTIES HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING
THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.


 


23.6  Conflict.  Any conflict
between the printed provisions of this Agreement and the typewritten or
handwritten provisions shall be controlled by the typewritten or handwritten
provisions.


 


24.                               Disclosures
Regarding The Nature of a Real Estate Agency Relationship.


 


24.1  The Parties and Brokers agree that their
relationship(s) shall be governed by the principles set forth in the applicable
sections of the California Civil Code, as summarized in paragraph 24.2.


 


24.2  When entering into a discussion with a real
estate agent regarding a real estate transaction, a Buyer or Seller should from
the outset understand what type of agency relationship or representation it has
with the agent or agents in the transaction. Buyer and Seller acknowledge being
advised by the Brokers in this transaction, as follows:


 


(a) Seller’s Agent. A
Seller’s agent under a listing agreement with the Seller acts as the agent for
the Seller only.  A Seller’s agent or
subagent has the following affirmative obligations: (1) To the Seller: A fiduciary duty of utmost
care, integrity, honesty, and loyalty in dealings with the Seller. (2) To the Buyer and the Seller: a. Diligent
exercise of reasonable skills and care in performance of the agent’s duties.
b.  A duty of honest and fair dealing
and good faith. c. A duty to disclose all facts known to the agent materially
affecting the value or desirability of the property that are not known to, or
within the diligent attention and observation of, the Parties.  An agent is not obligated to reveal to
either Party any confidential information obtained from the other Party which
does not involve the affirmative duties set forth above.


 


(b) Buyer’s Agent. A
selling agent can, with a Buyer’s consent, agree to act as agent for the Buyer
only.  In these situations, the agent is
not the Seller’s agent, even if by agreement the agent may receive compensation
for services rendered, either in full or in part from the Seller.  An agent acting only for a Buyer has the
following affirmative obligations. (1) To
the Buyer: A fiduciary duty of utmost care, integrity, honesty, and
loyalty in dealings with the Buyer. (2) To
the Buyer and the Seller: a. Diligent exercise of reasonable skills
and care in performance of the agent’s duties. b. A duty of honest and


 


 


	
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to, or within the diligent attention and observation of, the
Parties.  An agent is not obligated to
reveal to either Party any confidential information obtained from the other
Party which does not involve the affirmative duties set forth above.


 


(c) Agent Representing Both Seller
and Buyer. A real estate agent, either acting directly or through
one or more associate licenses, can legally be the agent of both the Seller and
the Buyer in a transaction, but only with the knowledge and consent of both the
Seller and the Buyer. (1) In a dual agency situation, the agent has the
following affirmative obligations to both the Seller and the Buyer: a. A
fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings
with either Seller or the Buyer. b. Other duties to the Seller and the Buyer as
stated above in their respective sections (a) or (b) of this paragraph 24.2.
(2) In representing both Seller and Buyer, the agent may not without the
express permission of the respective Party, disclose to the other Party that
the Seller will accept a price less than the listing price or that the Buyer
will pay a price greater than the price offered. (3) The above duties of the
agent in a real estate transaction do not relieve a Seller or Buyer from the
responsibility to protect their own interests. Buyer and Seller should
carefully read all agreements to assure that they adequately express their
understanding of the transaction. A real estate agent is a person qualified to
advise about real estate. If legal or tax advice is desired, consult a
competent professional.


 


(d) Further Disclosures.
Throughout this transaction Buyer and Seller may receive more than one
disclosure, depending upon the number of agents assisting in the transaction.
Buyer and Seller should each read its contents each time it is presented,
considering the relationship between them and the real estate agent in this
transaction and that disclosure. Brokers have no responsibility with respect to
any default or breach hereof by either Party. The liability (including court
costs and attorneys’ fees), of any Broker with respect to any breach of duty,
error or omission relating to this Agreement shall not exceed the fee received
by such Broker pursuant to this Agreement; provided, however, that the foregoing
limitation on each Broker’s liability shall not be applicable to any gross
negligence or willful misconduct of such Broker.


 


24.3 Confidential Information. Buyer and Seller
agree to identify to Brokers as “Confidential” any communication or information
given Brokers that is considered by such Party to be confidential.  See Addendum.


 


25.                               Construction
of Agreement. In construing this Agreement, all headings and titles are for
the convenience of the parties only and shall not be considered a part of this
Agreement. Whenever required by the context, the singular shall include the
plural and vice versa. Unless otherwise specifically indicated to the contrary,
the word “days” as used in this Agreement shall mean and refer to calendar
days.  This Agreement shall not be
construed as if prepared by one of the parties, but rather according to its
fair meaning as a whole, as if both parties had prepared it.


 


26.                               Additional
Provisions:


 


Additional provisions of this offer, if any, are as follows or are
attached hereto by an addendum consisting of paragraphs
                      
through
                        .
(If there are no additional provisions write “NONE”.)


 


See Addendum to the Standard Offer, Agreement and Escrow Instructions
for Purchase of Real Estate dated March 24, 2003.


 


ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE
TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:


 


1.                                       SEEK
ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS AGREEMENT.


 


2.                                       RETAIN
APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE
PROPERTY, SAID INVESTIGATION SHOULD


INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS
SUBSTANCES, THE ZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION OF ANY
STRUCTURES AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR
BUYER’S INTENDED USE.


 


WARNING: IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA,
CERTAIN PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH
THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.


 


NOTE:


 


1.                                       THIS
FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY.


 


2.                                       IF
THE BUYER IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY
TWO CORPORATE OFFICERS.


 


The undersigned Buyer offers and agrees to buy the Property on the
terms and conditions stated and acknowledges receipt of a copy hereof.


 


 


	
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  BROKER:

  	
  BUYER:

  
	
   

  	
   

  
	
  Peter Papke

  	
   

  	
  SCP Park Meadows, LLC, an Indiana

  Limited Liability Company

  
	
   

  	
   

  
	
  Attn:

  	
   

  	
   

  	
  By:

  	
     /s/ JOHN B. URBAHNS

  
	
  Title:

  	
   

  	
   

  	
  Date:

  	
     3-20-03

  
	
  Address:

  	
   

  	
   

  	
  Name Printed:

  	
     JOHN B. URBAHNS

  
	
   

  	
   

  	
  Title:

  	
    MEMBER

  
	
  Telephone:

  	
   

  	
   

  	
  Telephone/Facsimile:

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
   

  
	
  Federal ID No.

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
  Name Printed:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone/Facsimile:

  	
   

  
	
   

  	
  Federal ID No.

  	
   

  
																



 


27.                               Acceptance.


 


27.1  Seller accepts the
foregoing offer to purchase the Property and hereby agrees to sell the Property
to Buyer on the terms and conditions therein specified.


 


27.2  Seller acknowledges that
Brokers have been retained to locate a Buyer and are the procuring cause of the
purchase and sale of the Property set forth in this Agreement. In consideration
of real estate brokerage service rendered by Brokers, Seller agrees to pay
Brokers a real estate Brokerage Fee in a sum equal to             %
of the Purchase Price divided in such shares as said Brokers shall direct in
writing.  This Agreement shall serve as
an irrevocable instruction to Escrow Holder to pay such Brokerage Fee to
Brokers out of the proceeds accruing to the account of Seller at the Closing.


 


27.3  Seller acknowledges
receipt of a copy hereof and authorizes Brokers to deliver a signed copy to
Buyer.


 


NOTE: A PROPERTY INFORMATION SHEET IS
REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT.


 


	
  BROKER:

  	
  SELLER:

  
	
   

  	
   

  
	
  Grubb & Ellis Company

  	
   

  	
  Medical Control Services, Inc.

  
	
   

  	
   

  
	
  Attn:

  	
  Jeff Hanson

  	
   

  	
  By:

  	
  /s/ FRED McGEE

  
	
  Title:

  	
   

  	
   

  	
  Date:

  	
  3-24-03

  
	
  Address:

  	
  4675 MacArthur Court, Suite 1600

  	
   

  	
  Name Printed:

  	
  FRED McGEE

  
	
  Newport Beach, California 92660

  	
   

  	
  Title:

  	
  CFO

  
	
  Telephone:

  	
   

  	
   

  	
  Telephone/Facsimile:

  	
  714-243-3301

  
	
  Facsimile:

  	
   

  	
   

  	
   

  	
  714-243-3401

  
	
  Federal ID No.

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
  Name Printed:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone/Facsimile:

  	
   

  
	
   

  	
  Federal ID No.

  	
  84-1061 382

  
																		



 


These forms are often modified to meet
changing requirements of law and needs of the industry.  Always write or call to make sure you are
utilizing the most current form: American Industrial Real Estate Association,
700 South Flower Street, Suite 600, Los Angeles, CA 90017 (213) 687-8777.


 


ãCopyright
2000-By American Industrial Real Estate Association.  All rights reserved.


No part of these works may reproduced in any
form without permission in writing.


 


 


	
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