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EXHIBIT 6.9.2
CONTRACT FOR SALE AND PURCHASE
THIS CONTRACT FOR SALE AND PURCHASE ("this Contract"), made and entered
into by and among the following parties:
Seller: STONE STREET INVESTMENTS, INC., a Florida corporation ("Seller")
Address: 000 Xxxx Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Buyer: MIRACOM CORPORATION, a Nevada corporation authorized to do
business in Florida ("Buyer")
Address: 0000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000; Facsimile: (000) 000-0000
W I T N E S S E T H:
1. AGREEMENT OF PURCHASE AND SALE. In consideration of the mutual
covenants herein contained and other good and valuable consideration the receipt
and sufficiency of which are acknowledged by Seller and Buyer, Seller agrees to
sell and Buyer agrees to buy the property described on attached Exhibit "A" (the
"Property") upon and subject to the terms of this Contract.
2. PURCHASE PRICE. The purchase price ("Purchase Price") for the
Property shall be Thirty Thousand and 00/100 Dollars ($30,000.00).
3. TITLE. On or before ten (10) days from Date of Contract, Buyer shall
obtain a title insurance commitment as to the Property ("the Commitment") issued
by a Florida licensed title insurer ("the Title Company"), 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 qualifications set forth in
this Contract and those which shall be discharged by Seller at or before
closing. Seller shall convey marketable and insurable title subject only to
taxes for the year of closing, and such other matters which do not adversely
affect either Buyer's use of the Property or Buyer's ability to finance,
operate, sell or lease the Property, as determined by Buyer in Buyer's sole
discretion, (collectively, "the Permitted Encumbrances"). Marketable title shall
be determined according to applicable Title Standards adopted by authority of
the Florida Bar and in accordance with law. The Commitment shall include copies
of all documents referenced therein and shall agree to insure any easements
benefiting the Property. The Commitment shall provide that all "standard
exceptions" (including standard exceptions for taxes and assessments not shown
in the public records, claims of unrecorded easements, parties other than owner
in possession, mechanic's liens and matters disclosed on accurate survey, but
excluding current real estate taxes) shall be deleted from the title insurance
policy when issued. Seller shall deliver to Title Company at closing any
affidavits or other documents reasonably required by Title Company to delete
said standard exceptions. Buyer shall have ten (10) days from the date of
receiving the Commitment in which to examine the Commitment. If title is found
to be defective, Buyer shall, within said thirty day period, notify Seller in
writing specifying the defect(s). If any defect is a lien or encumbrance of a
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definite or ascertainable amount, then, if not sooner paid, the amount secured
shall be deducted from the Seller's proceeds and paid at closing. Seller will
have ten (10) days from receipt of Buyer's said notice in which to remove the
defects, failing which Buyer shall thereafter deliver written notice to Seller
either: (a) extending the time for a reasonable period not to exceed sixty (60)
days within which Seller shall use diligent effort to remove the defects; or (b)
terminating the Contract, thereby releasing Buyer and Seller from all further
obligations under this Contract. Seller shall, if title is found unmarketable,
use diligent effort to correct defect(s) in the title within the time provided
therefor. If, despite Seller's diligent effort, Seller is unable to remove the
defects within the times allowed therefor, Buyer shall notify Seller in writing
of Buyer's election either to waive the defects or to terminate this Contract.
If Buyer elects to terminate this Contract, then the parties shall thereafter be
relieved of all further obligations under this Contract.
4. SURVEY. Buyer, at Buyer's expense, may have the Property surveyed
prior to closing by a registered land surveyor selected by Buyer. The survey
shall be certified to Buyer, Seller and Title Company. If the survey reflects
any easements, encroachments, rights-of-way, roads, lack of access,
deficiencies, gaps, or violations of any restrictions, Contract covenants or
applicable governmental regulations, or any other adverse matters not
constituting a Permitted Encumbrance, the same shall constitute title defects,
and Buyer shall notify Seller of Buyer's objections to the survey on or before
the later of: (a) ten (10) days after receipt of the final survey, or (b) the
deadline for objecting to the Commitment. Objections to the survey shall be
treated as objections to title in accordance with the procedures set forth in
Paragraph 5.
5. EXPENSES. Seller shall pay for (a) the documentary stamp tax and
surtax, if any, on the deed; (b) preparation and recording of any instruments
required to correct objections to title; (c) the cost of issuing the Commitment
and the premium and other costs incurred in the issuance of the owner's title
insurance policy; (d) except as provided in Paragraph 25, attorneys fees
incurred by Seller; and (e) any other expense agreed herein to be paid by
Seller. Buyer shall pay for (v) recording the deed and any and all other
documentation relating to the financing of the acquisition of the Property; (w)
the cost of the survey; (x) the costs of the inspections of the Property
incurred by Buyer; (y), except as provided in Paragraph 25, attorneys fees
incurred by Buyer; and (z) any other expense agreed herein to be paid by Buyer.
6. PRORATIONS. Any and all expenses and revenues of the Property shall
be prorated through the day before the closing. Cash at closing shall be
increased or decreased as may be required by prorations. All ad valorem real
estate taxes and personal property taxes, if applicable, affecting the Property,
for the year of closing shall be prorated at closing based upon maximum discount
for early payment. If the closing occurs before the millage rate is fixed for
the year, the proration of taxes shall be based upon the millage rate for the
preceding year applied to the latest assessed valuation. Prorations shall be
recalculated and adjusted by way of cash payment at the request of either party
when the actual taxes for the year of closing are known. Certified, confirmed
and ratified special assessment liens as of closing are to be paid by Seller.
Pending liens as of closing shall be assumed by Buyer; provided, however, where
improvements have been substantially completed as of Date of Contract, such
pending liens shall be treated as certified and Seller shall be charged at
closing an amount equal to the last estimate by the public body of the
assessment for the improvement.
7. BUYER'S INSPECTION. The obligation of Buyer to purchase the Property
pursuant to this Contract is contingent upon Buyer's determination, made within
twenty (20) days from the Date of Contract (the "Inspection Period"), that the
Property is suitable to Buyer, in the exercise of Buyer's sole discretion, for
Buyer's use taking into consideration any factor deemed relevant by Buyer,
including without limitation the results of any investigations, inspections and
analyses of the Property and the Intended Use thereof which Buyer may make.
Buyer's investigations, inspections and analyses of the Property and its use
thereof pursuant to this Paragraph 9 shall be for Buyer's purposes only and
shall not waive or limit any representation, warranty, covenant or
responsibility of Seller set forth in this Contract or imposed by law. In the
event that Buyer, for any reason whatsoever, notifies Seller in writing at any
time during the Inspection Period that the Property is not suitable to Buyer,
this Contract shall automatically terminate, and the parties shall be relieved
of all further obligation and liability under this Contract.
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8. ACCESS. Buyer and its agents, architects, engineers, surveyors and
appraisers may enter the Property prior to closing for purpose of conducting
such investigations, inspections, surveys, tests, borings, samplings,
appraisals, etc., as Buyer deems necessary with reference to the physical
condition of the Property, its suitability for the use, and its value. When the
investigations have been completed the Property will be restored to
substantially the same condition as before investigation. Buyer agrees to hold
harmless and indemnify Seller from and against all loss or liability, arising
out of personal injury, death or property damage due to entry upon the Property
by Buyer or its agents, architects, engineers, surveyors or appraisers.
9. MAINTENANCE. Between the Date of Contract and closing, Seller shall
maintain the Property in the condition existing as of the Date of Contract.
10. PROPERTY INFORMATION. Within five (5) days from the Date of
Contract, Seller shall deliver to Buyer, without charge, copies of all
appraisals, surveys, plans, specifications, drawings, studies, tests, reports,
permits, approvals, title information and other relevant information pertaining
to the Property which are in existence and available to Seller (the "Existing
Property Information"). Upon closing, the Existing Property Information shall
become the sole property of Buyer. If this transaction does not close, the
Existing Property Information shall be returned promptly by Buyer to Seller.
11. RISK OF LOSS. Seller shall bear the risk of loss until closing. If
the Property or any portion or component thereof is damaged by fire or other
casualty before closing, Seller, at Seller's expense, shall cause all damage to
be repaired by a licensed contractor prior to closing.
12. BROKERAGE. Seller and Buyer each represents and warrants to the
other that no broker or finder has been engaged by it in connection with this
transaction. In the event a claim for broker's or finder's fee or commission is
asserted in connection with the negotiation, execution or consummation of this
Contract in violation of this representation and warranty, the party at fault
shall indemnify, save harmless and defend the other party from and against such
claim (including reasonable attorneys' fees and court costs at trial and upon
appeal). Seller shall pay to the Brokers all compensation due the Brokers in
connection with this purchase and sale transaction in accordance with a separate
brokerage agreement between Seller and the Brokers, and Seller shall indemnify,
save harmless and defend Buyer from any claims by, or liabilities to, the
Brokers in connection with this transaction.
13. CLOSING AND DELIVERY OF POSSESSION. Subject to any contrary
provision of this Contract, including without limitation the extension
provisions of Subparagraph 3, the closing of this purchase and sale transaction
shall occur, and possession of the Property shall be delivered to Buyer, on or
before May 6, 1999, unless extended by mutual agreement of the parties hereto.
Closing shall take place at the offices of the closing agent designated by
Buyer.
14. DOCUMENTS AT CLOSING. The following documents shall be executed and
delivered at closing:
(a) WARRANTY DEED. Seller shall deliver a general warranty deed for
the Property (subject only to Permitted Encumbrances) duly executed and
acknowledged by Seller.
(b) COMMITMENT ENDORSEMENT. Buyer must be able to obtain at
closing, as a condition to Buyer's obligation to close, an endorsement to the
Commitment which insures against the existence of defects in title which are
recorded between the effective date of the Commitment and the recording of the
Warranty Deed.
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(c) AFFIDAVITS. Seller shall deliver the Affidavit required by
Paragraph 17 and an affidavit on behalf of Seller attesting to the absence of
any claim or suit (threatened or pending), judgment outstanding against Seller,
pending or anticipated bankruptcy or reorganization, pending or anticipated
assessments, financing statement, claim of lien or potential lienors known to
Seller, and further attesting as to whether there have been any improvements to
the Property during the ninety (90) day period preceding closing. If any labor
or materials have been provided within said period (except for labor or
materials provided at the request of Buyer for tests, studies and investigations
of the Property), Seller shall deliver such affidavits, releases and waivers of
lien rights from such persons as shall be required by Title Company so as to
insure against potential liens or claims.
(d) ORGANIZATIONAL DOCUMENTATION. Seller shall deliver
organizational documents, evidence of good standing, and certificates,
resolutions, actions and consents required to establish the authority of Seller
and the agent(s) or officer(s) executing the documents on behalf of Seller to
complete this transaction.
(e) OTHER DOCUMENTS. Seller shall deliver all other documents
required by this Contract or reasonably requested by Buyer or Title Company.
15. NON-FOREIGN STATUS. Seller acknowledges that Section 1445 of the
Internal Revenue Code of 1954, as amended, requires that a purchaser of real
property from a "foreign person" withhold at closing and pay to the Internal
Revenue Service a portion of the amount realized by the Seller. Therefore,
Seller agrees to provide at closing an Affidavit of Seller, or Seller's
principal partner, trustee or officer if Seller is not an individual, in form
required by Buyer, setting forth sufficient facts to establish whether or not
Seller is a "foreign person" within the meaning of said Section 1445, including
without limitation Seller's taxpayer identification number and principal
residence or business address. Seller agrees to make available to Buyer at
closing collected funds sufficient to permit compliance by Buyer with the
requirements of Section 1445 if Seller is a "foreign person". Seller represents
and warrants that Seller is not a "foreign person" within the meaning of said
Section 1445.
16. GOVERNING LAW AND VENUE. The laws of the State of Florida
(excluding its conflicts of laws provisions) shall govern the validity,
enforcement and interpretation of this Contract. Venue for any legal action in
connection herewith shall lie only in Orange County or the county wherein the
Property is located.
17. ENTIRETY AND AMENDMENTS. This Contract embodies the entire
agreement between the parties and supersedes all prior agreements and
understandings relating to the Property. This Contract may be amended only by
written instrument executed by the party against whom enforcement of the
Amendment is sought.
18. PARTIES BOUND. This Contract is binding upon and shall inure to the
benefit of Seller and Buyer, and their respective heirs, personal
representatives, successors and assigns.
19. ASSIGNMENT. This Contract may be assigned by Buyer.
20. DEFAULT.
(a) BY BUYER. If for any reason not expressly authorized by this
Contract Buyer fails to perform timely this Contract, and such failure continues
fifteen (15) days after written notice thereof from Seller, Seller may declare
Buyer in default. In the event of such default by Buyer, Seller may terminate
the Contract, whereupon all parties shall be relieved of all obligations under
this Contract. Termination of Buyer's rights under this Contract shall be
Seller's sole and exclusive remedy and recourse in the event of default by
Buyer. Seller hereby irrevocably waives all other rights and remedies including
without limitation suits for damages and/or specific performance.
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(b) BY SELLER. If for any reason not expressly authorized by this
Contract Seller fails to perform timely this Contract, and such failure
continues fifteen (15) days after written notice thereof from Buyer, Buyer may
declare Seller in default. In the event of such default by Seller, Buyer shall
have and may pursue all rights, remedies and recourses available at law or in
equity to an aggrieved party for breach of contract, or Buyer may terminate this
Contract.
21. NOTICES. Whenever this Contract requires or permits any notice or
request by one party to the other, or to Escrow Agent, the notice shall be
written and deemed given if sent to the party to be notified at the address set
forth on the first page hereof by (a) personal delivery, (b) overnight
commercial courier, (c) certified United States Mail, return receipt requested,
or (d) telephonic facsimile. Notice shall be deemed to have been given on the
date it is given personally, picked up by the overnight commercial courier,
deposited in the mails as provided above, or upon receipt of telephonic
facsimile, whichever is first. In lieu of notice to any party, notice may be
given to the attorney for such party.
22. LITIGATION. In connection with any litigation arising out of this
transaction, the prevailing party shall be entitled to recover from the party
not prevailing the prevailing party's reasonable costs and attorney, paralegal
and expert fees incurred in all proceedings and at all levels.
23. CONDEMNATION. If any condemnation or similar action is instituted
or threatened prior to closing, Buyer may, at its option, either (a) terminate
this Contract, obtain a refund of the Deposit and be released of all further
liability hereunder, or (b) proceed to close and receive all condemnation
proceeds. Immediately upon learning of such pending or threatened action, Seller
shall notify Buyer and Buyer shall be permitted to participate in all
negotiations and proceedings with respect thereto. Seller represents and
warrants that Seller knows of no pending or threatened condemnation affecting
all or any portion of the Property as of the Date of Contract.
24. MORATORIUM. In the event that any judicial decree is entered,
governmental order issued or moratorium imposed prior to closing which would
impair the ability of Buyer to improve or operate the Property fully for the
Intended Use, Buyer may at its option elect either to (a) extend the closing
deadline until such time as the decree, order or moratorium is canceled or
lifted, or (b) terminate the Contract, receive a refund of the Deposit and be
released of all liability whatsoever hereunder. Seller represents that Seller
knows of no such decree, order or moratorium affecting the Property as of the
Date of Contract.
25. SELLER ASSURANCES. Seller represents and warrants to Buyer as of
Date of Contract and as of closing that: (a), if Seller is an entity other than
a natural person, then Seller is duly organized, validly existing and in good
standing under the laws of its state of formation; (b) there is no judgment,
claim, litigation or proceeding pending or threatened against Seller or the
Property; (c) there exists no violation nor has Seller received notice of any
violation of any law, ordinance, rule, regulation or code applicable to the
Property or Seller's use thereof, or of any order or requirement of any
governmental agency having jurisdiction over the Property or Seller's use
thereof, and that the Property and Seller's use thereof fully complies with all
of the foregoing; (d) there are no contracts, obligations or commitments which
have not been disclosed in writing to Buyer which will bind the Property or
Buyer after closing; (e) there are no attachments, executions or assignments for
the benefit of creditors, receiverships, or voluntary or involuntary proceedings
in bankruptcy or pursuant to any other debtor relief laws contemplated or filed
by Seller or pending against Seller or the Property, (f) there are no contracts
outstanding for the sale, exchange or transfer of the Property; (g) Seller alone
holds fee simple title to the Property free and clear of all defects and
encumbrances other than Permitted Encumbrances; (h) no persons other than Seller
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are in possession of the Property and no leases or other tenancies are in force
with respect to the Property; (i) there exists dedicated access to the Property;
(j) 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; (l) this Contract constitutes a legal, valid and binding
obligation of Seller and the person(s) signing this Contract on behalf of Seller
have full authority to do so; and (m) none of the execution, delivery or
performance of this Contract will result in a breach of, or conflict with, the
terms of any agreement to which Seller is a party, or any judgment, decree,
order or award of any court, governmental body or arbitrator, or any law, rule
or regulation applicable to Seller. Seller shall indemnify, hold harmless and
defend Buyer from and against all losses, claims and liabilities resulting from
the inaccuracy or breach of any of the representations or warranties of Seller
set forth in this Contract.
26. BUYER ASSURANCES. Buyer represents and warrants to Seller as of
Date of Contract and as of closing that: (a) Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada and is duly qualified and in good standing under the laws of the State of
Florida; (b) this Contract constitutes a legal, valid and binding obligation of
Buyer and the person(s) signing this Contract on behalf of Buyer have full
authority to do so; and (c) none of the execution, delivery or performance of
this Contract will result in a breach of, or conflict with, the terms of any
agreement to which Buyer is a party, or any judgment, decree, order or award of
any court, governmental body or arbitrator, or any law, rule or regulation
applicable to Buyer. Buyer shall indemnify, hold harmless and defend Seller from
and against all losses, claims and liabilities resulting from the inaccuracy or
breach of any of the representations or warranties of Buyer set forth in this
Contract.
27. SURVIVAL. Except as otherwise provided in this Contract, all
covenants, representations and warranties of the parties made in this Contract,
as well as any other provisions hereof which relate to matters extending beyond
the closing of this transaction, shall survive closing and delivery of the deed.
28. CONTAMINATION. Seller has not utilized the Property, nor any part
thereof, to treat, deposit, store, dispose of, or place any hazardous
substances, as defined by 41 U.S.C.A. Section 9601(14) and other state and
federal environmental and safety laws; nor has Seller authorized any other
person or entity to treat, deposit, store, dispose of, or place any such
hazardous substance, as defined above, on the Property or any part thereof; and
to the actual knowledge of Seller, no other person or entity has treated,
deposited, stored, disposed of or placed any such hazardous substance on the
Property or any part thereof. If a release or threatened release of a hazardous
substance has occurred or hereafter occurs on the Property prior to closing,
without fault of Buyer, which subjects Buyer to liability, loss or claims under
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, 42 U.S.C.A. Section 9607, under the Florida Resource Recovery and
Management Act, Florida Statute Section 403.727 (1983), or under any other
statutory or common law, Seller agrees to indemnify, hold harmless and defend
Buyer from and against any such liability, loss and claims. Any conflicting
terms of this Contract to the contrary notwithstanding, in the event any
environmental report obtained by Buyer prior to closing discloses contamination
of any portion of the Property, Buyer shall have the option to terminate this
Contract by written notice delivered to Seller before closing and to receive the
Deposit, whereupon all further liabilities and obligations of the parties under
this Contract shall terminate.
29. RADON GAS DISCLOSURE. 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 PUBLIC HEALTH UNIT. Note: This paragraph is provided
for informational purposes pursuant to Section 404.056(8), Florida Statutes,
(1988).
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30. SELLER COVENANT. Seller covenants that, during the term of this
Agreement, Seller shall not enter into, permit or suffer any new defect,
mortgage or other lien or encumbrance to be placed against the Property, or
against any interest therein, and Seller shall not transfer or grant to anyone
other than Buyer any right, title or interest in or to any of the Property.
31. ACKNOWLEDGMENT BY SELLER: Seller hereby acknowledges that the law
firm of Xxxxxxxxx Xxxxxxx, P.A. represents Buyer in this transaction.
32. COUNTERPARTS. This Contract may be executed in any number of
counterparts, any one and all of which shall constitute the Contract of the
parties and each of which shall be deemed an original.
IN WITNESS WHEREOF, Seller and Buyer have executed this Contract on the
dates below.
WITNESSES: SELLER:
XXXXXXXXXXX INVESTMENTS, INC.,
a Florida corporation
/s/ XXXXX XxXXXXX By:/s/ XXXXXXX X. XXXXX
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Print Name: Xxxxx XxXxxxx Name: Xxxxxxx X. Xxxxx
Title: President
Dated as of and effective April 2, 1999
Print Name: Taxpayer Identification Number:
BUYER:
MIRACOM CORPORATION, a Nevada corporation
/s/ XXXXXXX X. XXXXX By:/s/ XXXXX XxXXXXX
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Print Name: Xxxxxxx X. Xxxxx Name: Xxxxx XxXxxxx
Title: President
Dated as of and effective April 2, 1999
Print Name: Taxpayer Identification Number:
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EXHIBIT "A"
"THE PROPERTY"
Xxx 0, Xxxxx 0, Xxxx 0, XXXXXXX XXXX AND COLONIZATION COMPANY LIMITED, X. X.
XXXXXXXX'X MAP OF THE TOWN OF SANFORD, according to the Plat thereof as recorded
in Plat Book 1, Pages 56 through 64, of the Public Records of Seminole County,
Florida.
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