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Exhibit 10.7
REAL ESTATE PURCHASE AND SALE AGREEMENT
This REAL ESTATE PURCHASE AND SALE AGREEMENT ("Contract") is made, executed and
delivered on May 8 , 1999, by LIFE SCIENCES, INC., a Delaware corporation
("Seller"), of 0000 - 00xx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 [FEI
No.: 00-0000000, Phone: (000) 000-0000, Facsimile: (000) 000-0000], and
CAVAFORM, INC., a Florida corporation ("Buyer"), of 0000 - 00xx Xxxxxx Xxxxx,
Xx. Xxxxxxxxxx, Xxxxxxx 00000 [FEI No.: 00-0000000, Phone: (000) 000-0000,
Facsimile: (000) 000-0000], and for good and valuable consideration, the
receipt and sufficiency of which are hereby mutually acknowledged, Seller and
Buyer agree as follows:
(1) PROPERTY PURCHASE AND SALE: Pursuant to the terms and conditions of this
Contract, Seller shall sell and Buyer shall buy the following described real
property in Pinellas County, Florida (the "Property"): that portion of Xxx 0,
Xxxxx 0, Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxxx Second Replat and Addition
(recorded in Plat Book 57, Page 17, Public Records of Pinellas County, Florida)
lying southerly of a line drawn (a) perpendicular to the easterly line of such
Lot 6 and (b) 20' south of the most southerly portion of the concrete steps on
the south side of the building located on such Lot 6; provided, however, that
the exact legal description shall be as provided by the survey referred to in
paragraph (b) of the Standards For Real Estate Transactions attached hereto as
Exhibit "A" and incorporated herein by this reference (the "Standards") and
reasonably approved by Seller and Buyer. No personal property is included in
the transaction provided for in this Contract (the "Transaction"). Buyer may
not assign this Contract.
(2) PURCHASE PRICE; PAYMENT: The Transaction is a cash transaction, with no
contingency for financing. The purchase price for the Property is $200,000.00.
Of this amount, Buyer shall deposit the sum of $10,000.00 (the "Deposit") with
SUNCOAST TITLE COMPANY OF FLORIDA, INC. ("Escrow Agent"), Attn.: Xxxxx X.
O'Dell, Manager, 0000 - 00xx Xxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxx 00000 [Phone:
(000) 000-0000, Facsimile: (000) 000-0000] upon Buyer's execution of this
Contract, and the balance in the amount of $190,000.00, subject to adjustments
and prorations and plus Buyer's closing costs, shall be provided to Escrow
Agent in the form of a locally drawn cashier's or official bank check not later
than the closing.
(3) EFFECTIVE DATE; FACSIMILES; NOTICE: The effective date of this Contract
(the "Effective Date") shall be the date first set forth above. A facsimile
copy of this Contract and/or of any notice, demand or other communication
hereunder, and any signatures hereon or thereon via facsimile, shall be
considered for all purposes as an original. All notices, demands or other
communications hereunder shall be in writing, and may be given to Seller, Buyer
and to Escrow Agent, at their respective addresses/numbers set forth herein, by
hand delivery, by U.S. certified mail, postage prepaid with return receipt
requested, or by telephonically confirmed facsimile transmission. Notice shall
be considered given upon the earlier of actual receipt or, if mailed as
provided herein, 3 days after mailing.
(4) TITLE EVIDENCE; CLOSING: At least 5 days before the closing date, Seller
shall deliver to Buyer or Buyer's attorney a title insurance commitment (with
legible copies of instruments listed as exceptions attached thereto) in
accordance with paragraph (a) of the Standards and, after closing, an owner's
policy of title insurance, the cost of such commitment and insurance to be paid
1/2 by Seller and 1/2 by Buyer at the closing. Insurance against adverse
matters pursuant to Section 627.7841, F.S., as amended, shall be applicable.
The Transaction shall be closed and the closing documents delivered on May 14,
1999, unless modified by other provisions of this Contract, at the offices of
the Escrow Agent, commencing at 10:00 a.m. and continuing thereafter until
completed. Seller warrants that there are no parties in occupancy other than
Seller. Seller shall deliver occupancy of the Property to Buyer at the time of
closing.
(5) RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer shall take title subject to:
comprehensive land use plans, zoning, restrictions, prohibitions and other
requirements imposed by governmental authority; restrictions and matters
appearing on the plat or otherwise common to the subdivision; outstanding oil,
gas and mineral rights of record without right of entry; public utility
easements of record; taxes for the year of closing and subsequent years;
provided, that there exists at closing no violation of the foregoing. Seller
shall convey title to the Property by statutory warranty deed, subject only to
matters contained in this section and those otherwise accepted by Buyer. As
part of the closing of the Transaction, Seller and Buyer shall execute and
deliver for recordation an easement agreement (as attached hereto as Exhibit
"B" and incorporated herein by this reference) to provide a driveway easement
from 72nd Street North across the most southerly portion of the property
retained by Seller and the most northerly portion of the Property to be
acquired by Buyer (the "Driveway Easement"). The exact legal description of the
area of the Driveway Easement (the "Easement Area") shall be provided by the
surveyor referred to in paragraph (b) of the Standards and reasonably approved
by Seller and Buyer.
(6) INSPECTION: Buyer and its agents shall have the right for the 5 days
following the Effective Date (the "Inspection Period") to enter on the
Property, upon reasonable prior written notice to Seller, for the purposes of
performing such inspections, tests and studies as Buyer may desire in order to
satisfy itself as to all aspects (other than title) of the condition and
suitability of the Property for Buyer. Buyer shall timely pay all costs of such
inspections, tests and studies and, in the event the closing is not consummated
as set forth herein, shall immediately restore, at Buyer's expense, any damage
to the Property caused by reason of any such entry. Buyer shall indemnify and
hold Seller harmless from any and all loss, damage, cost and expense, including
reasonable attorneys' fees, that Seller may sustain or incur by reason of
Buyer's or its agents' actions under this section.
(7) CANCELLATION; AS IS: If Buyer determines, in its sole discretion, during
the Inspection Period that the Property is not suitable for Buyer, Buyer may
cancel this Contract by written notice of such election given to Seller not
later than 48 hours after the expiration of the Inspection Period. In this
event, the Deposit shall be immediately returned to Buyer, and Buyer and Seller
shall be released of all further obligations hereunder, except as have
previously accrued. If Buyer does not exercise this right of cancellation and
the closing occurs, Buyer takes the Property AS IS, subject to the express
warranties of Seller herein and in the deed to Buyer of the Property.
(8) DISCLOSURES; OTHER WARRANTIES; AGREEMENTS:
(a) RADON GAS: Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present health
risks to persons who are exposed to it over time. Levels of radon that exceed
federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained from
your county health department.
(b) Seller warrants that there are no facts known to Seller materially
affecting the value of the Property which are not readily observable by Buyer
or which have not been disclosed to Buyer, and that Seller has not received any
notice with respect to the Property from any governmental organization as to a
currently uncorrected violation of any kind.
(c) Seller and Buyer warrant to each other that there is no broker or other
person entitled to any commission by reason of the sale of the Property under
this Contract. Seller shall indemnify and hold Buyer harmless from any and all
loss, damage, cost and expense, including reasonable attorneys' fees, that
Buyer may sustain or incur by reason of any real estate commission or fee
claimed to be due by, through or under Seller. Buyer shall indemnify and hold
Seller harmless from any and all loss, damage, cost and expense, including
reasonable attorneys' fees, that Seller may sustain or incur by reason of any
real estate commission or fee claimed to be due by, through and under Buyer.
(d) Seller is a United States person, and shall execute and deliver to
Buyer and to Escrow agent as part of the closing such affidavits as may be
appropriate to establish that the withholding requirements of Section 1445 of
the Internal Revenue Code of 1986 ("IRC") relating to withholding on
dispositions of real property interests by foreign persons are not applicable
to the Transaction. Buyer and Seller shall each provide Escrow Agent with such
information as may be required for Escrow Agent to complete the appropriate
Form 1099 and report the Transaction under Section 6045(e) of the IRC.
IN WITNESS WHEREOF, Seller and Buyer have executed and delivered this
Contract on the date first set forth above.
LIFE SCIENCES, INC. (Seller) CAVAFORM, INC. (Buyer)
by: /s/ Xxxx X. Xxxxx by: /s/ Xxxxx Xxxxxx
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Xxxx X. Xxxxx Xxxxx Xxxxxx
The undersigned agrees to act as Escrow Agent under this Contract and
acknowledges receipt of the Deposit of $10,000.00, subject to collection:
SUNCOAST TITLE COMPANY OF FLORIDA, INC. (Escrow Agent)
by: /s/ Xxxxx X. O'Dell
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Xxxxx X. O'Dell, Manager
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STANDARDS FOR REAL ESTATE TRANSACTIONS
(a) EVIDENCE OF TITLE: A title insurance commitment issued by a Florida
licensed title insurer agreeing to issue to Buyer, upon recording of the deed
to Buyer, an owner's policy of title insurance in the amount of the purchase
price, insuring Buyer's title to the Property, subject only to liens,
encumbrances, exceptions or qualification provided in this Contract and those
to be discharged by Seller at or before closing. Seller shall convey marketable
title subject only to liens, encumbrances, exceptions or qualifications
provided in this Contract. Marketable title shall be determined according to
applicable title standards adopted by authority of The Florida Bar and in
accordance with law. Buyer shall have 5 days from the date of receiving
evidence of title to examine it. If title is found defective, Buyer shall
within such 5 days notify Seller in writing specifying any defects. If defects
render title unmarketable, Seller will have 30 days from receipt of written
notice to remove the defects, failing which Buyer shall, within 5 days after
expiration of the 30 day period, deliver written notice to Seller either: (1)
extending the time for a reasonable period not to exceed 60 additional days
within which Seller shall use diligent effort to remove the defects; or (2)
requesting a refund of the Deposit, which shall immediately be returned to
Buyer. If Buyer fails to so notify Seller, Buyer shall be deemed to have
accepted the title as it then is. Seller shall, if title is found unmarketable,
use diligent effort to correct any defects within the time provided therefor.
If Seller is unable to timely correct the defects, Buyer shall either waive the
defects, or receive a refund of the Deposit, thereby releasing Buyer and Seller
form all further obligations under this Contract. If evidence of title is
delivered to Buyer less than 5 days prior to closing, Buyer may extend the
closing date so that Buyer shall have up to 5 days from the date of receipt of
evidence of title to examine the same in accordance with this paragraph (a).
(b) SURVEY: Seller, within time allowed to deliver evidence of title and to
examine same, shall have the Property surveyed and certified by a registered
Florida surveyor. If the survey discloses encroachments on the Property, other
than from real property currently owned or occupied by Buyer, or that any
improvements located thereon encroach on setback lines, easements, lands of
others or violate any restrictions, contract covenants or applicable
governmental regulation, the same shall constitute a title defect. Seller shall
also cause such surveyor to prepare the legal descriptions and related drawing
of the Easement Area for the Driveway Easement referenced in Section 5 of this
Contract. The cost of the survey of the Property and of the Easement Area shall
be paid 1/2 by Buyer and 1/2 by Seller as part of the closing of the
Transaction.
(c) LIENS: Seller shall furnish to Buyer at time of closing an affidavit
attesting to the absence, unless otherwise provided for herein, of any
financing statement, claims of lien or potential lienors arising or resulting
from work or materials ordered at the instance or behest of Seller and further
attesting that there has not been at the instance or behest of Seller any
improvements or repairs to the Property for 90 days immediately preceding the
date of closing. If the Property has been improved or repaired within that time
at the instance or behest of Seller, Seller shall deliver releases or waivers
of construction liens executed by all general contractors, subcontractors,
suppliers, and materialmen in addition to Seller's lien affidavit setting forth
the names of all such persons, further affirming that all charges for such
improvements or repairs ordered at the instance or behest of Seller which could
serve as a basis for a construction lien or a claim for damages have been paid
or will be paid at the closing of this Contract. The foregoing requirements of
Seller shall not apply to the extent any such person, work or materials were
retained or ordered by, or are the obligation of, Buyer.
(d) TIME: Time is of the essence of this Contract. In computing time periods of
less than 6 days, Saturdays, Sundays and state or national legal holidays shall
be excluded. Any time periods provided for herein which shall end on a
Saturday, Sunday or a legal holiday shall extend to 5:00 p.m. of the next
business day.
(e) CLOSING DOCUMENTS: Seller shall furnish the deed, Seller's lien affidavit,
Seller's possession affidavit and corrective instruments attributable to acts
or omissions of Seller. Buyer shall furnish those items reasonably requested by
Escrow Agent.
(f) EXPENSES: Recording of corrective instruments shall be paid by Seller.
Documentary stamps on the deed and recording the deed shall be paid 1/2 by
Buyer and 1/2 by Seller. Charges for the following related title services,
namely title or abstract charge, title examination, and settlement and closing
fee, shall also be paid 1/2 by Buyer and 1/2 by Seller.
(g) PRORATIONS; CREDITS: Taxes, assessments and other expenses of the Property
shall be prorated through the day before closing. Cash at closing shall be
increased or decreased as may be required by prorations to be made through the
day prior to closing, or occupancy, if occupancy occurs before closing. Taxes
shall be prorated based on the current year's tax with due allowance made for
maximum allowable discount, homestead and other exemptions. If closing occurs
at a date when the current year's millage is not fixed and current year's
assessment is available, taxes will be prorated based on such assessment and
prior year's millage. If current year's assessment is not available, then taxes
will be prorated on prior year's tax. A tax proration based on an estimate
shall, at request of either party, be readjusted upon receipt of tax xxxx on
condition that a statement to that effect is signed at closing.
(h) SPECIAL ASSESSMENT LIENS: Certified, confirmed and ratified special
assessment liens as of date of closing (not as of Effective Date) are to be
paid by Seller. Pending liens as of date of closing shall be assumed by Buyer.
If the improvement has been substantially completed as of Effective Date, any
pending lien shall be considered certified, confirmed or ratified and Seller
shall, at closing, be charged an amount equal to the last estimate or
assessment for the improvement by the public body.
(i) RISK OF LOSS: If the Property is damaged by any casualty before closing and
cost of restoration does not exceed $2,500.00, cost of restoration shall be an
obligation of Seller and closing shall proceed pursuant to the terms of this
Contract with restoration costs escrowed at closing. If the cost of restoration
exceeds such amount and Seller does not elect to pay the additional cost, Buyer
shall have the option of either taking the Property as is, together with either
such amount or any insurance proceeds payable by virtue of such loss or damage,
or of canceling this Contract and receiving return of the Deposit.
(j) ESCROW: Escrow Agent is authorized and agrees by acceptance of the Deposit
to deposit them promptly, hold same in escrow and, subject to clearance,
disburse them in accordance with terms and conditions of this Contract. Failure
of funds to clear shall not excuse Buyer's performance. If in doubt as to
Escrow Agent's duties or liabilities under this Contract, Escrow Agent may, at
Escrow Agent's option, continue to hold the subject matter of the escrow until
the parties hereto agree to its disbursement or until a judgment of a court of
competent jurisdiction shall determine the rights of the parties, or Escrow
Agent may deposit the same with the clerk of the circuit court having
jurisdiction of the dispute. Upon notifying all parties concerned of such
action, all liability on the part of Escrow Agent shall terminate, except to
the extent of accounting for any items previously delivered out of escrow. Any
suit between Buyer and Seller wherein Escrow Agent is made a party because of
acting as Escrow Agent hereunder, or in any suit wherein Escrow Agent
interpleads the subject matter of the escrow, Escrow Agent shall recover
reasonable attorneys' fees and costs incurred, with these amounts to be paid
out of the escrowed funds or equivalent and charged and awarded as court costs
in favor of the prevailing party. Escrow Agent shall not be liable to any party
or person for misdelivery to Buyer or Seller of items subject to the escrow,
unless such misdelivery is due to willful breach of the provisions of this
Contract or gross negligence of Escrow Agent.
(k) ATTORNEYS' FEES; COSTS: In any litigation, including breach, enforcement or
interpretation, arising out of this Contract, the prevailing party in such
litigation shall be entitled to recover from the non-prevailing party
reasonable attorneys' fees and costs.
(l) FAILURE OF PERFORMANCE: If Buyer fails to perform this Contract within the
time specified, the Deposit paid by Buyer may be recovered and retained by and
for the account of Seller as agreed upon liquidated damages, consideration for
the execution of this Contract and in full settlement of any claims; whereupon,
Buyer and Seller shall be relieved of all further obligations under this
Contract; or Seller, at Seller's option, may proceed in equity to enforce
Seller's rights under this Contract. If, for any reason other than failure of
Seller to make Seller's title marketable after diligent effort, Seller fails,
neglects or refuses to perform this Contract, Buyer may seek specific
performance or elect to receive the return of the Deposit without thereby
waiving any action for damages resulting from Seller's breach.
(m) CONTRACT NOT RECORDABLE; PERSONS BOUND: Neither this Contract nor any
notice of it shall be recorded in any public records. This Contract shall bind
and inure to the benefit of the parties and their successors in interest.
Whenever the context permits, the singular shall include the plural, and one
gender shall include all.
(n) HEADINGS; OTHER AGREEMENTS: The headings of the section and paragraphs of
this Contract are inserted for convenience only and are not a part of this
Contract. This Contract shall not be construed against any party as the
drafter. No prior or present agreement or warranty shall be binding on Buyer or
Seller, unless included in this Contract. No modification to or change in this
Contract shall be valid or binding upon the parties unless in writing and
executed by the party or parties intended to be bound by it.
EXHIBIT "A"
