United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
April 13, 2000
March 31, 1999
(Date of Earliest Event Reported)
----------------
INDUSTRIAL RUBBER PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 333-46643 41-1550505
(State or other Commission file (I.R.S. Employer
jurisdiction of number Identification No.)
incorporation or
organization)
3804 East 13th Avenue
Hibbing, MN 55746
(Address of principal executive offices) (Zip Code)
(218) 263-8831
(Registrant's telephone number, including area code)
Not applicable
(Former, name, former address and former fiscal year,
if changes since last report)
Item 2. Acquisition or Disposition of Assets.
On March 31, 2000 Industrial Rubber (sometimes referred to as the
"Company") sold the land and buildings (the "Facility") formerly occupied by its
Irathane Systems, Inc. subsidiary in Colorado Springs, Colorado. The Facility
included approximately 3.3 acres of land and an office and manufacturing
building of approximately 40,800 square feet. The Facility had been used for
production of prepolymer liquids and cast urethane moldings. The Facility also
provided general office space and research laboratory space. The Company has
leased space in Colorado Springs for continuing office and laboratory needs. The
Company relocated the manufacturing equipment to its Hibbing, Minnesota urethane
facility where it continues to be used.
The purchaser of the Facility was Five West Holdings, Ltd. There was
and is no material relationship between Five West Holdings, LTD and the Company,
any of the Company's affiliates, the officers or directors of the Company, or
any associates of an officer or director of the Company.
<PAGE>
The closing costs were deducted from the gross proceeds of the sale and
the net proceeds of the sale of $1,651,893.23 were paid directly to U.S. Bank
National Association, which held a deed of trust (mortgage) on the Facility. The
sale was made under a Commercial Contract to Buy and Sell Real Estate as
approved by the Colorado Real Estate Commission.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
10(17) Commercial Contract to Buy and Sell Real Estate
between Phil Long Dealerships Inc., and/or assigns and
Industrial Rubber Products, Inc. dated January 25, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INDUSTRIAL RUBBER PRODUCTS, INC.
3804 East 13th Avenue
Hibbing, MN 55746
(Registrant)
Date: April 13, 2000 /s John M. Kokotovich
---------------------
John M. Kokotovich
Chief Financial Officer.
<PAGE>
EXHIBIT 10(17)
COMMERCIAL CONTRACT TO BUY AND SELL REAL ESTATE
The printed portions of this form have been approved by the Colorado Real Estate
Commission.
This form has important legal consequences and the parties should consult legal
and tax or other counsel before signing.
Date 1/25/2000
1. AGREEMENT. Buyer agrees to buy and the undersigned Seller agrees to sell
the Property defined below on the terms and conditions set forth in this
contract.
2. DEFINED TERMS.
a. Buyer. Buyer, Phil Long Dealerships, Inc. and/or assigns, will take
title to the real property described below as [] Joint Tenants [ ] Tenants in
Common [ ] Other.
b. Property. The Property is the following legally described real estate:
see survey attached hereto and made a part hereof, in the County of El Paso,
Colorado, commonly known as No. 4045 Sinton Road, Colorado Springs, CO 80907,
together with the interests, easements, rights, benefits, improvements and
attached fixtures appurtenant thereto, all interest of Seller in vacated streets
and alleys adjacent thereto, except as herein excluded.
c. Dates and Deadlines.
<TABLE>
<CAPTION>
Item Date or
No Reference Event Deadline
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 ss.5a Loan Application Deadline N/A
2 ss.5b Loan Commitment Deadline N/A
3 ss.5c Buyer's Credit Information Deadline N/A
4 ss.5d Disapproval of Buyer's Credit Deadline N/A
5 ss.5d Existing Loan Documents Deadline N/A
6 ss.5d Objection to Existing Loan Deadline N/A
7 ss.5d Approval of Loan Transfer Deadline N/A
8 ss.6a Appraisal Deadline N/A
9 ss.7a Title Deadline N/A
10 ss.7a Survey Deadline N/A
11 ss.7b Document Request Deadline N/A
12 ss.8a Title Objection Deadline N/A
13 ss.8b Off-Record Matters Deadline N/A
14 ss.8b Off-Record Matters Objection Deadline N/A
15 ss.10 Seller's Property Disclosure Deadline N/A
16 ss.10a Inspection Objection Deadline N/A
17 ss.10b Resolution Deadline N/A
18 ss.11 Closing Date see Addendum
"A" attached
hereto
19 ss.16 Possession Date see Addendum
"A" attached
hereto
20 ss.16 Possession Time see Addendum
"A" attached
hereto
<PAGE>
21 ss.28 Acceptance Deadline Date 2 working days
after buyer
signature
22 ss.28 Acceptance Deadline Time 12:00 p.m.
</TABLE>
d. Attachments. The following exhibits, attachments and addenda are a part
of this contract.
e. Applicability of Terms. A check or similar mark in a box means that such
provision is applicable. The abbreviation "N/A" means not applicable.
3. INCLUSIONS AND EXCLUSIONS.
a. The purchase price includes the following items (inclusions):
(1) Fixtures. If attached to the Property on the date of this contract,
lighting, heating, plumbing, ventilating, and air conditioning fixtures, inside
telephone wiring and connecting blocks/jacks, plants, mirrors, floor coverings,
intercom systems, sprinkler systems and controls, and see Addendum "A" attached
hereto and made a part hereof.
(2) Other Inclusions. If on the Property whether attached or not on the
date of this contract: storm windows, storm doors, window and porch shades,
awnings, blinds, screens, window coverings, curtain rods, drapery rods, storage
sheds, and all keys. Check box if included: [ ] Smoke/Fire Detectors, [ ]
Security System(s); and any left on premises at time of closing
(3) Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree
as follows: see Addendum "A" attached hereto and made a part hereof.
b. Instruments of Transfer. The Inclusions are to be conveyed at Closing
free and clear of all taxes, liens and encumbrances, except as provided inss.12.
Conveyance shall be by bill of sale or other applicable legal instrument(s).
c. Exclusions. The following attached fixtures are excluded from this sale:
see Addendum "A" attached hereto and made a part hereof.
4. PURCHASE PRICE AND TERMS. The purchase price set forth below shall be
payable in U.S. Dollars by Buyer as follows:
<TABLE>
Item
No. Reference Item Amount Amount
<S> <C> <C> <C> <C>
1 ss.4 Purchase Price $1,710,251.00
2 ss.4a Earnest Money $ 100,000.00
3 ss.4b New Loan
4 ss.4c Assumption Balance
5 ss.4d Seller or Private Financing
6 ss.4e Cash at Closing 1,610,251.00
7 TOTAL $1,710,251.00 $1,710,251.00
</TABLE>
a. Earnest Money. The Earnest Money set forth in this Section, in the form
of corporate check is part payment of the Purchase Price and shall be payable to
and held by Commonwealth
<PAGE>
Land Title Insur Co., in its trust account, on behalf of both Seller and
Buyer. The parties authorize delivery of the Earnest Money deposit to the
Closing Company, if any, at or before Closing.
6. APPRAISAL PROVISIONS. a. Appraisal Condition. This subsection a [ ]
Shall [x] Shall Not apply. Buyer shall have the sole option and election to
terminate this contract if the Purchase Price exceeds the Property's valuation
determined by an appraiser engaged by N/A. The contract shall terminate by Buyer
giving Seller written notice of temrination and either a copy of such appraisal
or written notice from lende which confirms the Property's valuation is less
than the Purchase Price, received on or before the Appraisal Deadline (ss.2c).
If Seller does not receive such written notice of termiantion on or beofre the
Appraisal Deadline (ss.2d), Buyer waives any right to termiante under this
subsection.
b. Cost of Appraisal. Cost of any appraisal to be obtained after the date
of this contract shall be timely paid by [x] Buyer [ ] Seller.
7. EVIDENCE OF TITLE.
a. Evidence of Title; Survey. On or before Title Deadline (ss.2c), Seller
shall cause to be furnished to Buyer, at Seller's expense, a current commitment
for owner's title insurance policy in an amount equal to the Purchase Price or
if this box is checked, [ ] An Abstract of title certified to a current date. If
a title insurance commitment is furnished, it [x] Shall [ ] Shall Not commit to
delete or insure over the standard exceptions which relate to.
(1) parties in possession.
(2) unrecorded easements,
(3) survey matters,
(4) any unrecorded mechanics' liens,
(5) gap period (effective date of commitment to date deed is recorded),
and
(6) unpaid taxes, assessments and unredeemed tax sales prior to the
year of Closing.
Any additional premium expense to obtain this additional coverage shall be paid
by [ ] Buyer [x] Seller. An amount not to exceed $-0- for the cost of any
improvement location certificate or survey shall be paid by [ ] Buyer [x]
Seller. If the cost exceeds this amount, seller providing new ALTA survey shall
pay the excess on or before Closing. The improvement location certificate or
survey shall be received by Buyer on or before Survey Deadline (ss.2c). Seller
shall cause the title insurance policy to be delivered to Buyer as soon as
practicable at or after Closing.
b. Copies of Exceptions. On or before Title Deadline (ss.2c), Seller, at
Seller's expense, shall furnish to Buyer, (1) a copy of any plats, declarations,
covenants, conditions and restrictions burdening the Property, and (2) if a
title insurance commitment is required to be furnished, and if this box is
checked [x] Copies of any Other documents (or, if illegible, summaries of such
documents) listed in the schedule of exceptions (Exceptions). Even if the box is
not checked, Seller shall have the obligation to furnish these documents
pursuant to this subsection if requested by Buyer any time on or before the
Document Request Deadline (ss.2c). This
<PAGE>
requirement shall pertain only to documents as show of record in the office of
the clerk and recorder(s). The abstract or title insurance commitment, together
with any copies or summaries of such documents furnished pursuant to this
Section, constitute the title documents (Title Documents).
8. TITLE
a. Title Review. Buyer shall have the right to inspect the Title Documents.
Written notice by Buyer of unmerchantability of title or of any other
unsatisfactory title condition shown by the Title Documents hall be signed by or
on behalf of Buyer and given to Seller on or before Title Objection Deadline
(ss.2c), or within five (5) calendar days after receipt by Buyer of any Title
Document(s) or endorsement(s) addition new Exception(S) to the title commitment
together with a copy of the Title Document adding new Exception(s) to title. If
Seller does not receive Buyer's notice by the date(s) specified above, Buyer
accepts the condition of title as disclosed by the Title Documents as
satisfactory.
b. Matters not Shown by the Public Records. Seller shall deliver to Buyer,
on or before Off-Record Matters Deadline (ss.2c) true copies of all lease(s) and
survey(s) in Seller's possession pertaining to the Property and shall disclose
to Buyer all easements, liens or other title matters not shown by the public
records of which Seller has actual knowledge. Buyer shall have the right to
inspect the Property to determine if any third party(ies) has any right in the
Property now shown by the public records (such as an unrecorded easement,
unrecorded lease, or boundary line discrepancy). Written notice of any
unsatisfactory condition(s) disclosed by Seller or revealed by such inspection
shall be signed by or on behalf of Buyer and given to Seller on or before Off-
Record Matters Objection Deadline (ss.2c). If Seller does not receive Buyer's
notice by said date, Buyer accepts title subject to such rights, if any, of
third parties of which Buyer has actual knowledge.
c. Special taxing districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO
GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL
TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN
SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX
BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE
RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS
WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT
FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH
DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS,
AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES.
In the event the Property is located within a special taxing district and
Buyer desires to terminate this contract as a result, if written notice is
received by Seller on or before Off-Record Matters Objection Deadline (ss.2c),
this contract shall then terminate. If Seller does not receive Buyer's notice by
such date, Buyer accepts the effect of the Property's inclusion in such special
taxing district(s) and waives the right to so terminate.
<PAGE>
d. Right to Cure. If Seller receives notice of unmerchantability of title
or any other unsatisfactory title condition(s) or commitment terms as provided
in ss.8a or b above, Seller shall use reasonable effort to correct said items
and bear any nominal expense to correct the same prior to Closing. If such
unsatisfactory title condition(s) are not corrected on or before Closing, this
contract shall then terminate, provided, however, Buyer may, by written notice
received by Seller, on or before Closing, waive objection to such items.
e. Title Advisory. The Title Documents affect the title, ownership and use
of the Property and should be reviewed carefully. Additionally, other matters
not reflected in the Title Documents may affect the title, ownership and use of
the Property, including without limitation boundary lines and encroachments,
area, zoning, unrecorded easements and claims of easements, leases and other
unrecorded agreements, and various laws and governmental regulations concerning
land use, development and environmental matters. The surface estate may be owned
separately from the underlying mineral estate, and transfer of the surface
estate does not necessarily include transfer of the mineral rights. Third
parties may hold interests in oil, gas, other minerals, geothermal energy or
water on or under the Property, which interests may given them right to enter
and use the Property. Such matters maybe excluded from the title insurance
policy. Buyer is advised to timely consult legal counsel with respect to all
such matters as there are strict time limits provided in this contract (e.g.,
Title Objection Deadline [ss.2c] and Off-Record Matters Deadline [ss.2c]).
9. LEAD BASED PAINT. Unless exempt, if the improvements on the Property
include one or more residential dwelling(s) for which a building permit was
issued prior to January 1, 1978, this contract shall be void unless a completed
Lead-Based Pain Disclosure (Sales) form is signed by Seller and the required
real estate licensee(s), which must occur prior to the parties signing this
contract.
10. PROPERTY DISCLOSURE AND INSPECTION. On or before Seller's Property
Disclosure Deadline (ss.2c), Seller agrees to provide Buyer with a written
disclosure of adverse matters regarding the Property completed by Seller to the
best of Seller's current actual knowledge.
a. Inspection Objection Deadline. Buyer shall have the right to have
inspection(s) of the physical condition of the Property and Inclusions, at
Buyer's expense. If the physical condition of the Property or Inclusions is
unsatisfactory in Buyer's subjective discretion, Buyer shall, on or before
Inspection Objection Deadline (ss.2c):
(1) notify Seller in writing that this contract is terminated, or
(2) provide Seller with a written description of any unsatisfactory
physical condition which Buyer requires Seller to correct (Notice to Correct).
If written notice is not received by Seller on or before Inspection Objection
Deadline (ss.2c), the physical condition of the Property and Inclusions shall be
deemed to be satisfactory to Buyer.
<PAGE>
b. If a Notice to Correct is received by Seller and if Buyer and Seller
have not agreed in writing to a settlement thereof on or before Resolution
Deadline (ss.2c), this contract shall terminate one calendar day following the
Resolution Deadline, unless before such termination Seller receives Buyer's
written withdrawal of the Notice to Correct.
c. Damage; Liens; Indemnity. Buyer is responsible for payment for all
inspections, surveys, engineering reports or for any other work performed at
Buyer's request and shall pay for any damage which occurs to the Property and
Inclusions as a result of such activities. Buyer shall not permit claims or
liens of any kind against the Property for inspections, surveys, engineering
reports and for any other work performed on the Property at Buyer's request.
Buyer agrees to indemnify, protect and hold Seller harmless from and against any
liability, damage, cost or expense incurred by Seller in connection with any
such inspection, claim or lien. This indemnity includes Seller's right to
recover all costs and expenses incurred by Seller to enforce this subjection,
including Seller's reasonable attorney fees. The provisions of this subsection
shall survive the termination of this contract.
11. CLOSING. Delivery of deed(s) from Seller to Buyer shall be at Closing
(Closing). Closing shall be on the date specified as the Closing Date (ss.2c) or
by mutual agreement at an earlier date. The hour and place of Closing shall be
as designated by Commonwealth Title-1 South Nevada Ave.
12. TRANSFER OF TITLE. Subject to tender or payment at Closing as required
herein and compliance by Buyer with the other terms and provisions hereof,
Seller shall execute and deliver a good and sufficient general warranty deed to
Buyer, at Closing, conveying the Property free and clear of all taxes except the
general taxes for the year of Closing. Except as provided herein, title shall be
conveyed free and clear of all liens, including any governmental liens for
special improvements installed as of the date of Buyer's signature hereon
whether assessed or not. Title shall be conveyed subject to:
a. those specific Exceptions described by reference to recorded documents
as reflected in the Title Documents accepted by Buyer in accordance withss.8a
[Title Review],
b. distribution utility easements.
c. those specifically described rights of third parties not shown by the
public records of which Buyer has actual knowledge and which were accepted by
Buyer in accordance with ss.8b [Matters Not Shown by the Public Records], and
d. inclusion of the Property within any special taxing district, and
e. the benefits and burdens of any declaration and party wall agreements if
any, and
f. other. Items 7,8,9, 10 on Schedule B.
13. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be
paid at or before Closing from the proceeds of this transaction or from any
other source.
14. CLOSING COSTS; DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in
Good Funds, their respective Closing costs and all other
<PAGE>
items required to be paid at Closing, except as otherwise provided herein.
Buyer and Seller shall sign and complete all customary and reasonably required
documents at or before Closing. Fees for real estate Closing services shall be
paid at Closing by [x] One-Half by Buyer and One-Half by Seller [ ] Buyer [ ]
Seller [ ] Other. The local transfer tax of -0-% of the Purchase Price shall be
paid at Closing by [ ] Buyer [ ] Seller. Any sales and use tax that may accrue
because of this transaction shall be paid when due by [ ] Buyer [ ] Seller.
15. PRORATIONS The following shall be prorated to Closing Date, except as
otherwise provided:
a. Taxes. Personal property taxes, if any, and general real estate taxes
for the year of Closing based on [ ] The Taxes for the Calendar Year Immediately
Preceding Closing [x] The Most Recent Mill Levy and Most Recent Assessment [ ]
Other.
b. Rents. Rents based on [ ] Rents Actually Received [ ] Accrued. Security
deposits held by Seller shall be credited to Buyer. Seller shall assign all
leases to Buyer and Buyer shall assume such leases.
c. Other Prorations. Water, sewer charges; and interest on continuing
loans(s), if any; and
d. Final Settlement. Unless otherwise agreed in writing, these prorations
shall be final.
16. POSSESSION. Possession of the Property shall be delivered to Buyer on
Possession Date and Possession Time (ss.2c), subject to the following lease(s)
or tenancy(s): see Addendum "A" attached hereto and made a part hereof.
If Seller, after Closing, fails to deliver possession as specified, Seller
shall be subject to eviction and shall be additionally liable to Buyer for
payment of $ per day from the Possession Date (ss.2c) until possession is
delivered.
17. NOT ASSIGNABLE. This contract shall not be assignable by Buyer without
Seller's prior written consent. Except as so restricted, this contract shall
inure to the benefit of and be binding upon the heirs, personal representatives,
successors and assigns of the parties.
18. CONDITION OF, AND DAMAGE TO PROPERTY AND INCLUSIONS. Except as
otherwise provided in this contract, the Property , Inclusions or both shall be
delivered in the condition existing as of the date of this contract, ordinary
wear and tear excepted.
a. Casualty, Insurance. In the event the Property or Inclusion shall be
damaged by fire or other casualty prior to Closing, in an amount of not more
than ten percent of the total Purchase Price, Seller shall be obligated to
repair the same before the Closing Date (ss.2c). In the event such damage is not
repaired within said time or if the damages exceed such sum, this contract may
be terminated at the option of Buyer by delivering to Seller written notice of
such termination. Should Buyer elect to carry out this contract despite such
damage, Buyer shall be entitled to a credit, at Closing, for all insurance
proceeds resulting from such damage to the Property and Inclusions payable to
Seller but not the owners' association, if any, plus the amount of any
<PAGE>
deductible provided for in such insurance policy, such credit not to exceed the
total Purchase Price.
b. Damage; Inclusions; Services. Should any Inclusion(s) or service(s)
(including systems and components of the Property, e.g. heating, plumbing, etc.)
fail or be damaged between the date of this contract and Closing or possession,
whichever shall be earlier, then Seller shall be liable for the repair or
replacement of such Inclusion(s) or Service(s) with a unit of similar size, age
and quality, or an equivalent credit, but only to the extent that the
maintenance or replacement of such Inclusion(s), service(s) or fixture(s) is not
the responsibility of the owners' association, if any, less any insurance
proceeds received by Buyer covering such repair or replacement.
c. Walk-Through; Verification of Condition. Buyer, upon reasonable notice,
shall have the right to walk through the Property prior to Closing to verify
that the physical condition of the Property and Inclusions complies with this
Contract.
19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document,
Buyer and Seller acknowledge that the Selling Company or the Listing company has
advised that this document has important legal consequences and has recommended
the examination of title and consultation with legal and tax or other counsel
before signing this contract.
20. TIME OF ESSENCE AND REMEDIES. Time is of the essence hereof. If any
note or check received as Earnest Money hereunder or any other payment due
hereunder is not paid, honored or tendered with due, or if any other obligation
hereunder is not performed or waived as herein provided, there shall be the
following remedies:
a. If Buyer is in Default:
[ ] (1) Specific Performance. Seller may elect to treat this contract as
canceled, in which case all payments and things of value received hereunder
shall be forfeited and retained on behalf of Seller and Seller may recover such
damages as may be proper, or Seller may elect to treat this contract as being in
full force and effect and Seller shall have the right to specific performance or
damages or both.
[x] (2) Liquidated Damages. All payments and things of value received
hereunder shall be forfeited by Buyer and retained on behalf of Seller and both
parties shall thereafter be released from all obligations hereunder. It is
agreed that such payments and things of value are LIQUIDATED DAMAGES and(except
as provided in subsection c) are SELLER'S SOLE AND ONLY REMEDY for Buyer's
failure to perform the obligations of this Contract. Seller expressly waives the
remedies of specific performance and additional damages.
b. If Seller is in Default. Buyer may elect to treat this contract as
canceled, in which case all payments and things of value received hereunder
shall be returned and Buyer may recover such damages as may be proper, or Buyer
may elect to treat this contract as being in full force and effect and Buyer
shall have the right to specific performance or damages, or both.
c. Costs and Expenses. In the event of any arbitration or litigation
relating to this contract, the arbitrator or court shall award to the prevailing
party all reasonable costs and expenses, including attorney fees.
<PAGE>
21. MEDIATION. If a dispute arises relating to this contract, prior to or
after Closing, and is not resolved, the parties shall first proceed in good
faith to submit the matter to mediation. Mediation is a process in which the
parties meet with an impartial person who helps to resolve the dispute
informally and confidentially. Mediators cannot impose binding decisions. The
parties to the dispute must agree before any settlement is binding. the parties
will jointly appoint an acceptable mediator and will share equally in the cost
of such mediation. The mediation, unless otherwise agreed, shall terminate in
the event the entire dispute is not resolved 30 calendar days from the date
written notice requesting mediation is sent by one party to the other(s). This
Section shall not alter any date in this contract, unless otherwise agreed.
22. EARNEST MONEY DISPUTE. Notwithstanding any termination of this
contract, Buyer and Seller agree that, in the event of any controversy regarding
the Earnest Money and things of value held by broker or Closing Company (unless
mutual written instructions are received by the holder of the Earnest Money and
things of value), broker or Closing Company shall not be required to take any
action but may await any proceeding, or at broker's or Closing Company's option
and sole discretion, may interplead all parties and deposit any moneys or things
of value into a court of competent jurisdiction and shall recover court costs
and reasonable attorney fees.
23. TERMINATION. In the event this contract is terminated, all payments and
things of value received hereunder shall be returned and the parties shall be
relieved of all obligations hereunder, subject toss.ss.10c, 21 and 22.
24. ADDITIONAL PROVISIONS. (The language of these additional provisions has
not been approved by the Colorado Real Estate Commission.) See Addendum "A"
attached hereto and made a part hereof
25. ENTIRE AGREEMENT; SUBSEQUENT MODIFICATION; SURVIVAL. This contract
constitutes the entire contract between the parties relating to the subject
hereof, and any prior agreements pertaining thereto, whether oral or written,
have been merged and integrated into this contract. No subsequent modification
of any of the terms of this contract shall be valid, binding upon the parties,
or enforceable unless made in writing and signed by the parties. Any obligation
in this contract which, by its terms, is intended to be performed after
termination or Closing shall survive the same.
26. FACSIMILE. Signatures [x] May [ ] May Not be evidenced by facsimile.
Documents with original signatures shall be provided to the other party at
Closing or earlier upon request of any party.
27. NOTICE. Except for the notice requesting mediation described in ss.21,
any notice to Buyer shall be effective when received by Buyer or by Selling
Company and any notice to Seller shall be effective when received by Seller or
Listing Company.
28. NOTICE OF ACCEPTANCE; COUNTERPARTS. This proposal shall expire unless
accepted in writing, by Buyer and Seller, as
<PAGE>
evidenced by their signatures below, and the offering party receives notice of
acceptance pursuant to ss.27 on or before Acceptance Deadline Date and
Acceptance Deadline Time (ss.2c). If accepted, this document shall become a
contract between Seller and Buyer. A copy of this document may be executed by
each party, separately, and when each party has executed a copy thereof, such
copies taken together shall be deemed to be a full and complete contract between
the parties.
Phil Long Dealerships Inc. and/or assigns /s/-----------------
BUYER BUYER
Date of Buyer's signature 1/27-00
1212 Motor City Drive, Colorado Springs, CO 80906
BUYER'S ADDRESS
719-575-7155 719-575-7461
BUYER'S TELEPHONE NUMBER BUYER'S FAX NUMBER
[NOTE: if this offer is being countered or rejected, do not sign this
documents, Refer toss.29]
Industrial Rubber Products, Inc., a -------------------------
SELLER Minnesota corporation SELLER
Date of Seller's Signature 2/2-00
3804 East 13th Ave., P.O. Box 782, Hibbing, MN 55746
SELLERS ADDRESS
218-263-8831 218-263-9731
SELLER'S TELEPHONE NUMBER SELLER'S FAX NUMBER
29. COUNTER; REJECTION. This offer is [ ] Countered [ ] Rejected Initials
only of party (Buyer or Seller) who countered or rejected offer----------
END OF CONTRACT
Note: Closing Instructions should be signed on or before Title Deadline
BROKERS ACKNOWLEDGMENTS. The undersigned Broker(s) acknowledges receipt of the
Earnest Money deposit specified in ss.4 and, while not a party to the contract,
agrees to cooperate upon request with any mediation conducted under ss.21.
Selling Company Brokerage Relations. The Selling Company and its licensees
have been engaged in this transaction as [x] Buyer Agent [ ] Seller
Agent/Subagent [ ] Dual Agent [ ] Transaction-Broker Listing Company Brokerage
Relationship. The Listing Company and its licensees have been engaged in this
transaction as [ ] Seller Agent [ ] Dual Agent [ ] Transaction-Broker
BROKERS' COMPENSATION DISCLOSURE.
Selling Company's compensation or commission is to be paid by: [x] Buyer [ ]
Seller [ ] Listing Company [ ] Other (To be completed by Listing Company)
Listing Company's compensation or commission to be paid by:
<PAGE>
[x] Buyer [ ] Seller [ ] Other
Selling Company The Rudolph Company (Name of Company)
- ---------------------------- 1/21/00
Signature Date
Selling Company's Address One South Nevada Avenue, Colorado Springs
CO 80903
Selling Company's Telephone Number 719-471-1520 Listing Company's
Fax Number 791-471-1523
<PAGE>
ADDENDUM "A"
24. ADDITIONAL PROVISIONS:
1. Earnest Money:
The Earnest Money shall be delivered to the title company
within 24 hours after the Contract is signed by Seller. All Earnest Money paid
or deposited pursuant to this Contract shall be held in the highest available
interest-bearing account at a depository selected by the Buyer, provided such
account satisfies the liquidity requirements hereof. All interest earned on the
Earnest Money shall be Buyer's sole property, unless this Contract fails to
close due to a breach hereof by Buyer in which case all interest earned shall be
paid to Seller.
2. Trade Fixtures:
Seller shall remove all existing manufacturing equipment
presently in building prior to closing at its expense. This shall include 7 1/2
ton RTU on warehouse roof and air handling rooftop mounted units used in the
manufacturing process. Also to include all related electrical sub panels for
such equipment both interior and rooftop mounted units. All removal shall be
disconnected in workman like manner by qualified parties. All buildings are to
be broom swept and floor in warehouse is to be cleaned of any remaining
materials or products.
3 days after removal of equipment and electric disconnect and
removal of sub panels, Seller and Buyer shall do a walk through to inspect work
and confirm that removal has been done in a workman like manner with no exposed
pipe, conduit, electric, plumbing or the like remaining.
4. Closing and occupancy:
Closing April 1,2000. Buyer may request an additional one
month Lease if needed while moving business. A formal rental contract shall be
written 30 days prior to closing if Seller needs additional time.
Lease Terms:
1. Term of Lease: One month
2. Monthly Rental Rate: $23,522 ($6.00 p.s.f. office
and $5.50 p.s.f. warehouse)
3. Additional Expenses All rent to be triple net (NNN)
with tenant paying 1/12 taxes,
insurance, maintenance,
utilities. Landlord not
responsible to make repairs.
<PAGE>
