DEPOSIT RECEIPT CONTRACT FOR SALE AND PURCHASE
SELLER: THE INSTITUTE FOR ECONOMETRIC RESEARCH, INCORPORATED,
a Florida corporation, 0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxxxx Xxxx,
XX 00000
BUYER: RRC ACQUISITIONS, INC., a Florida corporation,
000 Xxxx Xxxxxxx Xxxxxx,
Xxxxxxxxxxxx, XX 00000
The above named Buyer and Seller hereby agree that Seller shall sell and the
Buyer shall purchase the following described property (the "Property"), upon the
terms and conditions herein set forth, including all addenda hereto:
1. Vacant real estate located in Deerfield Beach, Broward County, Florida,
consisting of the easternmost 8.50 acres of:
Parcel "A", COLONNADE BUSINESS CENTER I, Plat Book 139, Page 49, of the
public records of Broward County, Florida as shown on the sketch
attached hereto as Exhibit "A".
The surveyor who prepares the survey as hereinafter provided shall
prepare an accurate legal description of the Property which shall
contain approximately 8.50 acres, as shown on the sketch in Exhibit "A"
attached hereto. Frontage along SW 10th Street shall be no less than 800
feet, approximately
2. PURCHASE PRICE IS: (in U.S. Funds)..........................$2,100,000
3. METHOD OF PAYMENT:
Xxxxxxx Money Deposit within three (3) days after full execution hereof
in Xxxxxxxxx &
Xxxxxxxxxxxx, P.A. ("Escrow Agent") Trust Account. .........$ 50,000
Additional Xxxxxxx Money Deposit due upon the expiration of the
Inspection Period referred to in PARAGRAPH 6 hereof, if this Contract is
not terminated by Buyer during the Inspection Period (which Additional
Xxxxxxx Money Deposit shall be considered as part of the Xxxxxxx Money
Deposit
for all purposes)...........................................$ 50,000
Balance of funds due from Buyer in the form of U.S. currency, or wired
funds on closing and delivery of deed (or such greater or lesser amount
as may be necessary to complete payment of purchase price after
deposits, credits, adjustments and prorations, it being agreed that
earnings on the Xxxxxxx Money Deposit shall be deemed to be
part of the Xxxxxxx Money Deposit for all purposes)..........$2,000,000
TOTAL PURCHASE PRICE............................... .........$2,100,000
4. ACCEPTANCE DATE: This offer shall be null and void unless accepted, in
writing, and a signed copy received by Buyer on or before 5:00 p.m.,
March 3, 1995 (the "Final Acceptance Date") (fax transmittal acceptable,
followed by hard copy.)
5. CLOSING DATE: This contract shall be closed and the deed and possession
shall be delivered no later than thirty (30) days after the expiration of the
Inspection Period, as hereinafter defined, subject to the provisions of
PARAGRAPH 6 hereof.
6. BUYER is granted by Seller an Inspection Period commencing with the Final
Acceptance Date of this Contract and terminating at the close of the business
day next following ninety (90) days thereafter. The purpose of the Inspection
Period is to allow Buyer to investigate and gather information regarding the
Property and other matters relevant to Buyer's decision to purchase, to
determine at Buyer's full and complete discretion the feasibility of the
Property for Buyer's intended use or purpose, as well as all necessary inquiries
regarding concurrency, zoning and environmental inspections. In the event during
the Inspection Period Buyer determines in its sole and absolute discretion that
the Property is not suitable for Buyer's intended use, including without
limitation title and survey matters, Buyer shall have the option of terminating
this Contract and receiving a return of all of Buyer's deposits by giving Seller
written notice of termination on or before the expiration of the Inspection
Period. Failure to exercise said option to terminate by the expiration of the
Inspection Period, shall cause the deposits to become nonrefundable. TIME IS OF
THE ESSENCE OF THIS AGREEMENT.
Seller makes no warranty or representations express or impled as to
zoning, availabilitY of utilities, soil tests, drainage, accessibility,
use limitations, access, impact fees, master land use plans or
restrictions, drainage district requirements, record dedication
requirements or platting requirements, or any other factors affecting
use and development of the Property. Seller has not, and has no
knowledge that any other person has, caused any release or disposal of
any hazardous material at, upon or under the Property in any material
quantity. The Property, to the best of Seller's knowledge, does not and
has not contained any: (a) underground storage tank, (b) material
amounts of asbestos-containing building material, (c) landfills or
dumps, (d) hazardous waste management facility as defined pursuant to
the Resource Conservation and Recovery Act ("RCRA") or any comparable
state law, or (e) site on or nominated for the National Priority List
promulgated pursuant to Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA") or any state remedial priority
list promulgated or published pursuant to any comparable state law.
Buyer and its agent are granted the right to enter upon the Property for
purposes of conducting such tests and surveys as it chooses within said
Inspection Period and Buyer but does hereby fully indemnify Seller
against all claims of any nature whatsoever which may result from said
activity, either directly or indirectly, and agrees to pay such
reasonable costs and fees as may be incurred by Seller in defense
thereof.
7. Buyer's interest in this Contract is assignable, but may only be
assigned in writing with advance notice to Seller, provided such
assignment shall in no way delay the date of the closing.
8. EVIDENCE OF TITLE: Within fifteen (15) days of the date of execution
hereof, Seller will provide at Seller's expense and deliver to Buyer or Buyer's
attorney, a title insurance commitment, in form and substance acceptable to
Buyer. Buyer shall have ten (10) business days from the date of receiving the
title insurance commitment to examine same. If title is not acceptable to Buyer,
Buyer shall notify Seller in writing specifying defects(s). Seller will have
ninety (90) days from receipt of notice within which to remove said defect(s);
and if Sellers are unsuccessful in removing them within said time, Buyer shall
have the option of either accepting the title as it then is, or demanding a
refund of the Xxxxxxx Money Deposit, which shall forthwith be returned to Buyer
and thereupon Buyer and Seller shall be released, as to one another, of all
further obligations under Contract.
9. SURVEY: With the title insurance commitment Seller at Seller's expense
will deliver a current and accurate survey of the Property certified and
prepared in accordance with ALTA/ACSM standards by a registered Florida
surveyor. If the survey shows any encroachment on Property or that improvements
intended to be located on
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Property in fact encroach on setback lines, easements, lands of others,
or violate any restrictions, covenants or applicable governmental
regulations, the same shall be treated as a title defect.
10. PLACE OF CLOSING: Closing shall be held in the office of Escrow Agent
in Broward County, Florida. It is acknowledged that Escrow Agent is Seller's
attorney.
11. TIME: Time is of the essence of this Contract. Time periods herein of
less than six (6) days shall in the computation exclude Saturdays, Sundays and
legal holidays, and any time period provided for herein which shall end on
Saturday, Sunday or legal holiday shall extend to 5:00 p.m. of the next business
day.
12. DOCUMENTS FOR CLOSING: Seller shall furnish a statutory warranty deed,
subject to matters shown in the title insurance commitment approved by
Buyer, a no lien and possession affidavit, a GAP affidavit, a FIRPTA
affidavit and any corrective instruments that may be required to perfect
title. Buyer shall furnish the closing statement.
13. EXPENSES: In addition to other expenses allocated hereunder, Seller
shall be responsible for payment of all state and county documentary stamps and
other transfer taxes on the deed, the title insurance premium and the cost of
the survey. Buyer shall be responsible for the cost of recording the deed.
14. PRORATIONS: Taxes, assessments, and other expenses and revenue of
property shall be prorated through day prior to closing. Cash at closing shall
be increased or decreased as may be required by the prorations. Taxes shall be
prorated based on the current year's tax. If closing occurs at a date when the
current year's millage is not fixed, and current year's assessments is
available, taxes will be prorated based upon such assessment and the prior
year's millage. If current year's assessment is not available, then taxes will
be prorated on the prior year's tax. Any tax proration based on an estimate may
at request of either Buyer or Seller be subsequently readjusted upon receipt of
tax xxxx on the condition that a statement to that effect is in the closing
documents.
15. SPECIAL ASSESSMENT LIENS: Certified, confirmed and ratified special
assessment liens as of date of closing are to be paid by Seller. Pending
liens as of date of closing shall be assumed by Buyer, provided,
however, that if the improvement has been substantially completed as of
closing date, such pending lien shall be considered as certified,
confirmed or ratified and Seller shall, at closing, be charged an amount
equal to the last estimate by the public body of assessment for the
improvement.
16. ATTORNEY FEES; COSTS: In any litigation arising out of this Contract,
the prevailing party shall be entitled to recover reasonable attorney's fees and
costs, including appellate fees and costs.
17. FAILURE OF PERFORMANCE: If Buyer fails to perform this Contract within
the time specified (including payment of all deposits hereunder) absent a
default by Seller, the Xxxxxxx Money Deposit paid by Buyer shall be retained by
or for the account of Seller as liquidated damages in consideration for the
execution of this Contract and in full settlement of any claims; whereupon Buyer
and Seller shall be relieved of all obligations under this Contract. If Seller
fails, neglects or refuses to perform this Contract, the Buyer may seek specific
performance or elect to receive the return of the Xxxxxxx Money Deposit.
18. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE: Neither this Contract
nor any notice thereof shall be recorded in any public records. This Contract
shall bind and inure to the benefit of the parties hereto and their successors
in interest. Whenever the context permits, singular shall include plural and the
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general shall include all. Notice given by or to the attorney for any party
shall be as effective as if given by or to said party.
19. OTHER AGREEMENTS: No prior or present agreements or representations
shall be binding upon Buyer or Seller unless included in this Contract. No
modification or change in this Contract shall be valid or binding upon the
parties unless in writing and executed by the party or parties to be bound
thereby.
20. DESTRUCTION OF PROPERTY: If any portion of the Property is damaged or
destroyed by fire or other cause prior to the date of Closing, then Buyer may,
at Buyer's option, either (a) receive the proceeds of any insurance payable in
connection therewith, if any, under the insurance policy or policies covering
the damaged or destroyed property and thereupon remain obligated to perform this
Contract, or (b) terminate this Contract and receive a return of the Xxxxxxx
Money Deposit previously paid, deposited or advanced by Buyer. Upon such
termination, neither party hereto shall thereafter be under any further
liability or obligation to the other party hereunder, except that Buyer shall
receive the return of all such deposits.
21. EMINENT DOMAIN: If any condemnation proceedings or eminent domain
proceedings of any kind shall be commenced against the property prior to
Closing, then at the option of Buyer,
(a) this contract may be terminated, and upon such
termination, the parties hereto shall be relieved of all
further liability hereunder, except that Buyer shall
receive the return of the Xxxxxxx Money Deposit, or
(b) this Contract shall continue without adjustment in the
Purchase Price and all awards under such proceedings shall
become the property of Buyer, Seller hereby assigning to
Buyer any claim or interest therein.
22. AGREEMENTS CONCERNING OFF-SITE IMPROVEMENTS: The parties
acknowledge that Broward County and Seller's predecessor in title
heretofore entered into a certain agreement concerning off-site
improvements for roads. Such agreements are (i) an Agreement/Phasing the
Installation of Required Road Improvements recorded in official Records
Book 20258, Page 105 of the public records of Broward County, Florida,
and (ii) a Replacement Road Impact Agreement recorded in Official
Records Book 20258, Page 116 of said records (collectively the "Road
Improvement Agreements"). The Property is subject to the burdens of the
Road Improvement Agreements, and a portion of certain sums due
thereunder from Seller will be reimbursed by Buyer, should the Closing
occur. Such portion shall be Buyer's prorata share based on the area of
the Property as acquired by Buyer and the aggregate area of the lands
which are the subject of the Road Improvement Agreements. At Closing,
should it occur, Buyer shall deposit cash or letters of credit with
Escrow Agent until such time as the Road Improvement Agreements are
modified so as to substitute Buyer, as the person obligated thereunder
with respect to the obligations attributable to the Property, in such
manner and amounts as are agreed to by Buyer, Seller and Broward County,
prior to the conclusion of the Inspection Period it being the intent of
the parties that Buyer shall be substituted for Seller with respect to
the obligations imposed with respect to the Property if and when a
Closing occurs, but not otherwise. Should such substitution be made,
Buyer's performance under the Road Improvement Agreements and its right
to the benefits thereof, shall not be dependent upon the performance of
any other person with respect to any other property affected by the Road
Improvement Agreements.
23. LEASE: It is a condition of closing that Buyer have entered into an
acceptable lease of a portion of the Property with Xxxx-Xxxxx Stores,
Inc., or other supermarket acceptable to Buyer. Buyer may terminate this
agreement should such condition not occur prior to the expiration of the
Inspection Period, in which event the Xxxxxxx Money Deposit shall be
returned to Buyer.
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24. BROKERS: The parties recognize as real estate broker in this
transaction are the following:
SUN VEST REAL ESTATE
0000 X. Xxxxxxxxxx Xxxx., #000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Seller agrees to pay the total commission of said broker upon closing of
this transaction, of SIX percent (6%) of the gross purchase price. In
the event Buyer fails to close for any reason, and the deposit(s) herein
are paid to Seller, Broker shall hold no claim on said deposit monies.
25. Should this transaction close, Buyer shall landscape, which landscaping
plan must be approved by Seller, the western boundary of the Property
with trees and shrubbery to act as a buffer between the Property and
Seller's remaining property. Seller's approval of such plan shall not be
unreasonably withheld. The approved landscaping plan shall be
incorporated into Buyer's site plan submittal to the City of Deerfield
Beach for Site Plan Approval. Seller agrees to approve the plan no later
than the date which is thirty (30) days prior to the end of the
Inspection Period.
26. ESCROW AGENT: By signing a copy of this Agreement, Escrow Agent
acknowledges receipt of the initial Xxxxxxx Money Deposit and agrees to comply
with the terms hereof insofar as they apply to Escrow Agent. Escrow Agent shall
receive and hold the Xxxxxxx Money Deposit in trust, to be disposed of in
accordance with the provisions of this Agreement. Escrow Agent shall invest the
Xxxxxxx Money Deposit in a money market interest account with a national bank
acceptable to Seller and Buyer. Escrow Agent shall not be liable to either party
except for claims resulting from the gross negligence or willful misconduct of
Escrow Agent. If the escrow is involved in any controversy or litigation, the
parties hereto shall jointly and severally indemnify and hold Escrow Agent free
and harmless from and against any and all loss, cost, damage, liability or
expense, including costs of reasonable attorneys' fees to which Escrow Agent may
be put or which may incur by reason of or in connection with such controversy or
litigation, except to the extent it is finally determined that such controversy
or litigation resulted from Escrow Agent's gross negligence or willful
misconduct. If the indemnity amounts payable hereunder result from the fault of
Buyer or Seller (or their respective agents), the party at fault shall pay, and
hold the other party harmless against, such amounts.
27. TAX IDENTIFICATION. Seller and Buyer shall provide to Escrow Agent appro-
priate Federal tax identification numbers.
28. NOTICES: All written notices and demands of any kind which either party
may be required or may desire to serve upon the other party in
connection with this Agreement may be served (as an alternative to
personal service) by registered or certified mail, overnight courier
service or facsimile (followed promptly by hard copy) at the addresses
set forth below:
As to Seller: The Institute for Econometric Research, Inc.
Attention: Xxxx Xxxxxx
0000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxxxx Xxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
As to Buyer: RRC Acquisitions, Inc.
Attention: Xxxxxx X. Xxxxxx
Xxxxx 000, 000 X. Xxxxxxx Xx.
Xxxxxxxxxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
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With a copy to: Ulmer, Murchison, Xxxxx & Xxxxxx
Attention: Xxxxxxx X. Xxxxx, Esq.
P. O. Xxx 000
Xxxxx 0000, 000 X. Xxxxxxx Xx.
Xxxxxxxxxxxx, Xxxxxxx 00000
(32202 for courier)
Facsimile: (000) 000-0000
As to Escrow Agent: Xxxxxxxxx & Xxxxxxxxxxxx
Attention: F. Xxxxxx Xxxxxxxxx
0000 Xxxxx Xxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
Any such notice or demand given by registered or certified mail or by reputable
overnight courier with postage or charges thereon fully prepaid and addressed to
the party to be served at the addresses set forth above shall constitute proper
notice hereunder upon delivery to the United States Postal Service or to such
overnight courier.
Executed by Seller on ______________ Executed by Buyer on ______________
SELLER: BUYER:
THE INSTITUTE FOR ECONOMETRIC RRC ACQUISITIONS, INC., a
Florida
CORPORATION RESEARCH, corporation
INCORPORATED, a Florida corporation
By: _______________________
[ - - - - - - - - - - ]
By:_____________________________ Name (Please Print)
XXXX XXXX XXXXXX, Chairman Its:__________________
By:_____________________________
XXXXXX X. XXXXXXX, President
Deposit received on _________________, 1995, to be held subject to this
Contract; if check, subject to clearance.
By: XXXXXXXXX & XXXXXXXXXXXX
By:_________________________
F. XXXXXX XXXXXXXXX
deerfiel.psa
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