Exhibit 10.12


 


Inland Real Estate Acquisitions, Inc.

2901 Butterfield Road

Oak Brook, IL 60523

Phone: (630) 218-4948 Fax (630) 216-4935

www.inlandgroup.com


 


September 14, 2005


 


Bridgeside Point Associates, Ltd., an affiliate of The Ferchill Group
(Seller)

c/o Western Reserve Partners LLC

Attn: Victor F. Fans, Managing Director

200 Public Square, Ste. 3020

Cleveland, OH 44114


 


Re:          Bridgeside
Point Office Building
                Pittsburgh, Pennsylvania


 


Dear Vic:


 


This letter represents this corporation’s and Western Reserve Partners
LLC’s offer to purchase the Bridgeside Point Office Building with 1.53,110 net
rentable square feet, situated on approximately      acres of land, located at 100 Technology
Drive, Pittsburgh, Pennsylvania 15219.


 


The above property shall include all the land and buildings and common
facilities, as well as all personally 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 property.


 


This corporation or its nominee and Western Reserve Partners LLC will
consummate this transaction on the following basis:


 


1.                         The total purchase price shall be $31,500,000.00 all cash, plus or
minus prorations, with no mortgage contingencies,
to be paid at closing 30 days following the
acceptance of this agreement (see Paragraph 11).


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 property is leased to Fisher Scientific International, Inc., as
successor-in-interest to Cellomics, Inc. on a net lease (with the landlord
responsible only for roof and structure of the building) at an initial monthly
base rental payment of $181,818.13 which is an annualized base rental payment
of $2,181,817.56 with the rent increasing as shown below until the expiration
of the initial 15 year term on September 30, 2016, covering the building and
all of the land, parking areas, reciprocal easements and REA/OEA agreements (if
any), for the entire term and option periods. Any concessions given to the
tenant 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.




	
  Date of Rental

  Increase

  	
   

  	
  Annual Base

  Rent

  	
   

  	
  Monthly Base

  Rent

  	
   

  	 

	
  10/1/06

  	
   

  	
  $

  	
  2,449,760.04

  	
   

  	
  $

  	
  204,146.67

  	
   

  	 

	
  10/1/11

  	
   

  	
  $

  	
  2,755,950.00

  	
   

  	
  $

  	
  229,665.00

  	
   

  
																






 





















4.                         Seller warrants and represents (to the best of the Seller’s knowledge),
that the property is 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 property is in full compliance with Federal, State, City and
County ordinances, including ADA compliance, environmental laws and concerns,
and no one has a lease that exceeds the lease term stated in said lease, 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 property, 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 lease Fisher Scientific International, Inc., as successor-in-interest to
Cellomics, Inc. is responsible for and pays directly all operating expenses
relating to the property, 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 property shall be completed by Seller prior to closing.


6.                         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.


7.                         Seller is responsible for payment of any leasing brokerage fees or commissions which are due any
leasing brokers for the existing lease stated above or for the renewal of same.


8.                         This offer is subject to Seller supplying
to Purchaser prior to closing a certificate of insurance from the tenant and
guarantor in the form and coverage acceptable to Purchaser for the closing.


9.                         Seller shall deliver to Purchaser within
five (5) days of execution of this Agreement, copies of all previous, existing
environmental reports for the Property. This offer is subject to Purchaser
obtaining, prior to Closing, an updated environmental report which must be
acceptable to Purchaser, and paid for by Seller, not to exceed $2,000.00.


10.                   The above sale of the real estate shall be consummated
by conveyance of a special warranty deed 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.


11.                   The closing shall occur through Chicago Title &
Trust Company, in Chicago, Illinois with Nancy Castro as Escrowee, 30 days
following acceptance of this agreement, at which time title to the above
property shall be marketable; i.e., free and clear of all liens, encroachments
and encumbrances, and an ALTA form B owner’s title policy 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 the closing, and
each party shall be paid in cash their respective credits, including, but not
limited to, security deposits, rent and expenses, with Fisher Scientific
International, Inc., as successor-in-interest to Cellomics, Inc. paying all
real estate taxes current. At closing, no credit will be given to Sellers for any
past due, unpaid or delinquent rents.


12.                   Seller shall deliver to Purchaser within five (5) days
of execution of this Agreement, copies of any previous appraisals for the
Property. This offer is subject to Purchaser obtaining, prior to Closing, an
updated appraisal, which must be acceptable to Purchaser, all at Seller’s cost,
not to exceed $4,000.00.


 


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13.                   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.


14.                   Seller warrants and represents that he has paid all
unemployment taxes to date.


15.                   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 property. 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.


16.                   This offer is subject to the property being 100%
occupied at the time of closing, with Fisher Scientific International, Inc., as
successor-in-interest to Cellomics, Inc. occupying their space, open for
business, and paying full rent, including CAM, tax and insurance current.


17.                   Fifteen (15) days prior to closing, Seller must
provide the title as stated above and a current Urban ALTA/ACSM spotted survey
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 outlots and all Table A optional survey responsibilities and
acceptable to Purchaser and the title company.


18.                   Seller agrees to immediately make available and
disclose all information that Purchaser needs to evaluate the above property,
including all inducements, abatements, concessions or cash payments given to
tenant, 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 property.


19.                   It is understood that this offer is contingent upon
Seller, as of the day of closing, waiving any and all of its rights to any fees
from the property.


20.                   Purchaser acknowledges that Seller has acquired the
subject property by virtue of (i) that certain Contract for Disposition, dated
as of May 19, 2000, by and between Seller and the Urban Redevelopment Authority
of Pittsburgh (a copy of which being attached hereto as Exhibit “A”, the “Disposition
Agreement”); and (ii) that certain Indenture, dated as of May 19, 2000 (a copy
of which being attached hereto as Exhibit “B,” the “Deed”); which Disposition
Agreement and Deed, respectively, impose certain obligations and restrictions
upon Seller and any successor-in-title to the property. Purchaser agrees to
take title to the property subject to all obligations and restrictions set
forth by virtue of the Disposition Agreement and Deed, respectively, and, as a
condition precedent to closing pursuant to the terms of this letter, Seller
shall assign to Purchaser and Purchaser shall assume from Seller, any and all
rights and obligations afforded to or imposed upon Seller pursuant to the
Disposition Agreement. Notwithstanding the foregoing provisions of this
Paragraph 20, however, Seller and Purchaser hereby agree that the rights
afforded to Seller pursuant to Section 21 of the Disposition Agreement shall
not be assigned to or inure to the benefit of Purchaser, and that all such
rights shall remain solely with Seller notwithstanding the conveyance of the
property to Purchaser. As a condition precedent to closing, Seller and
Purchaser agree to prepare and execute any and all documentation necessary to
effectuate the intent of this Paragraph 20 and, as necessary, cooperate to
procure the consent and approval of the Urban Redevelopment Authority of
Pittsburgh in connection with same.


 


                This offer is, of
course, predicated upon the Purchaser’s review and written approval of the
existing lease, new lease, lease modifications (if any), all tenant
correspondence, REA/OEA agreements, tenant’s and guarantor’s financial
statements, representations of income and expenses made by Seller, site inspection,


 


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environmental, appraisal,
etc., and at least one year of audited operating statements on said property is
required that qualifies, complies 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 September 21, 2005.


 


	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ACCEPTED:

  	
   

  	
  INLAND REAL ESTATE ACQUISITIONS, INC.,

  or nominee

  
	
   

  	
   

  	
   

  
	
  By:

  	
  ILLEGIBLE

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  9/26/05

  	
   

  	
  /s/ G. Joseph Cosenza

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  G. Joseph Cosenza

  Vice Chairman

  	
   

  	
   

  
										



 


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