CONTRACT FOR SALE AND PURCHASE
Florida Association of Realtors and the Florida Bar
Parties: JCJ Family Partnership, Ltd. ("Seller")
of 0000 - 00xx Xx., Xxxxxxx, Xxxxxxx 00000 (Phone) 000-0000
and Boat Tree, Inc. ("Buyer"),
of 0000 - 00xx Xx., Xxxxxxx, Xxxxxxx 00000 (Phone) 000-0000
hereby agree that Seller shall sell and Buyer shall buy the following Real
Property and Personal Property (collectively "Property") upon the following
terms and conditions, which INCLUDE Standards for Real Estate Transactions
("Standards") on the reverse side or attached hereto and riders and addenda to
this Contract for Sale and Purchase ("Contract").
I. DESCRIPTION:
(a) Legal description of Real Property located in Orange County, Florida
See Attached Exhibit
(b) Street address, city, zip, of the Property is:
(c) Personal Property:
II. PURCHASE PRICE: $400,000.00
PAYMENT:
(a) Deposit held in escrow by in the amount of $
(b) Additional escrow deposit within __ days after Effective Date
(as defined in Paragraph III) in the amount of $_________
(c) Subject to AND assumption of mortgage in good standing in favor of
(d) Purchase money mortgage and note (see addendum) in the amount of
$400,000.00
(e) Other: $_________
(f) Balance to close by U.S. cash LOCALLY DRAWN certified or cashier's
check or third-party loan, subject to adjustments and prorations $ -0-
III. TIME FOR ACCEPTANCE OF OFFER; EFFECTIVE DATE; FACSIMILE. If this offer is
not executed by and delivered to all parties OR FACT OF EXECUTION communicated
in writing between the parties on or before
1-15-99 the deposit(s) will, at Buyer's option, be returned to Buyer and this
offer withdrawn. The date of Contract ("Effective Date") will be the date when
the last one of the Buyer and Seller has signed this offer. A facsimile copy of
this Contract and any signatures hereon shall be considered for all purposes as
originals.
IV. FINANCING:
(a) If the purchase price or any part of it is to be financed by a
third-party loan, this Contract is conditioned on Buyer obtaining a written
commitment within ___ days after Effective Date for (CHECK ONE ONLY) |_| a
fixed; |X| an adjustable; or |_| a fixed or adjustable rate loan for the
principal amount of $______ at an initial interest rate not to exceed Prime Rate
discount and origination fees not to exceed _____% of the principal amount, and
a term of 18 months. Buyer will make application within ___ days after Effective
Date and use reasonable diligence to obtain the loan commitment and thereafter
to satisfy the terms and conditions of the commitment and close the loan. Buyer
shall pay all loan expenses. If Buyer fails to obtain the commitment or fails to
waive Buyer's rights under this subparagraph within the time for obtaining the
commitment or, after diligent effort, fails to meet the terms and conditions of
the commitment, then either party
thereafter, by written notice to the other, may cancel this Contract and
Buyer shall be refunded the deposit(s); or
(b) The existing mortgage described in Paragraph II(c) above has (CHECK ONE
ONLY) |_| a variable interest rate; or |_| a fixed interest rate of ___% per
annum. At time of title transfer some fixed interest rates are subject to
increases. If increased, the rate shall not exceed ____% per annum. Seller
shall, within __ days after Effective Date, furnish a statement from each
mortgagee stating principal balance, method of payment, interest rate and status
of mortgage. If Buyer has agreed to assume a mortgage which requires approval of
Buyer by the mortgagee for assumption, then Buyer shall promptly obtain the
necessary application and diligently complete and return it to the mortgagee.
Any mortgage charge(s) not to exceed $______ shall be paid by Buyer. If
Buyer is not accepted by mortgagee or the requirements for assumption are not in
accordance with the terms of this Contract or mortgagee makes a charge in excess
of the stated amount, Seller or Buyer may rescind this Contract by written
notice to the other party unless either elects to pay the increase in interest
rate or excess mortgage charges.
V. TITLE EVIDENCE: At least 20 days before closing date, but no earlier than n/a
days after Seller receives written notification that Buyer has obtained the loan
commitment or been approved for the loan assumption as provided in Paragraph
IV(a) or (b) above, or if applicable, waived the financing requirements (CHECK
ONLY ONE) |_|Seller shall, at Seller's expense, deliver to Buyer or Buyer's
attorney, or |X| Buyer shall at Buyer's expense obtain, in accordance with
Standard A (CHECK ONLY ONE) |_| abstract of title; or |_| title insurance
commitment (with legible copies of instruments listed as exceptions) and, after
closing, an owner's policy of the insurance.
VI. CLOSING DATE: This transaction shall be closed and the deed and other
closing papers delivered on see addendum , unless extended by other provisions
of this Contract.
VII. 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 plan or otherwise common to the subdivision; public utility
easements of record (easements are to be located contiguous to Real Property
lines and not more than 10 feet in width as to the rear or front lines and 7 1/2
feet in width as to the side lines, unless otherwise stated herein); taxes for
year of closing and subsequent years, assumed mortgages and purchase money
mortgages, if any (if other matters, see Paragraph XV); provided, that there
exists at closing no violation of the foregoing and none of them prevents use of
the Property for boat storage purpose(s).
VII. OCCUPANCY: Seller warrants that there are no parties in occupancy other
than Seller, but, if Property is intended to be rented or occupied beyond
closing, the fact and terms thereof shall be stated herein and the tenant(s) or
occupants disclosed pursuant to Standard F. Seller shall deliver occupancy of
Property at time of closing unless otherwise stated herein. If occupancy is to
be delivered before closing, Buyer assumes all risk of loss to Property from
date of occupancy, shall be responsible and liable for maintenance from that
date, and shall be deemed to have accepted Property in its existing condition as
of time of taking occupancy unless otherwise stated herein.
IX. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten
provisions, riders and addenda shall control all printed provisions of this
Contract in conflict with them.
X. RIDERS: (CHECK those riders which are applicable AND are attached to
the Contract): (a) |_| Coastal Construction Control Line Rider (e) |_|
Insulation Rider (b) |_| Condominium Rider (f) |X| "AS IS" Rider (c)
|_| FHA/VA Rider (g) |_| _______________________ (d) |_| FOREIGN
INVESTMENT IN REAL (h) |_| _______________________
PROPERTY TAX ACT RIDER
XI. ASSIGNABILITY: (CHECK ONLY ONE) Buyer |_| may assign and thereby be released
from any further liability under this Contract; |_|may assign but not be
released from liability under this Contract; or |X| may not assign this
Contract.
XII. TIME: Time is of the essence of this Contract.
XIII. DISCLOSURES: Buyer (CHECK ONLY ONE) |_| acknowledges; or |_| does not
acknowledge receipt of the Agency/Radon/Compensation, the Real Property Sales
Expense Disclosure Warning, and if, applicable, the Mandatory Homeowners
Association disclosures _____________________ BUYER'S INITIALS.
XIV. MAXIMUM REPAIR COSTS: Seller shall not be responsible for the payment
of costs in excess of (a) $ n/a for treatment and repair under Standard
D (if blank, then 2% of the Purchase Price). (b) $ n/a for repair and
replacement under Standard N (if blank, then 3% of the Purchase Price).
XV. SPECIAL CLAUSES: If additional space is required, attach addendum and CHECK
HERE |_|.
THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT, IF NOT FULLY UNDERSTOOD,
SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. THIS FORM HAS BEEN APPROVED BY
THE FLORIDA ASSOCIATION OF REALTORS AND THE FLORIDA BAR.
Approval does not constitute an opinion that any of the terms and conditions in
this Contract should be accepted by the parties in a particular transaction.
Terms and conditions should be negotiated based upon the respective interests,
objectives and bargaining positions of all interested persons.
BOAT TREE, INC. JCJ FAMILY PARTNERSHIP, Ltd.
By: By:
--------------------------- ---------- ---------------- -----------
(Buyer) Xxxxxx X. Xxxx, Xx., Pres. Date (Seller) Xxxxxx X. Xxxx, Xx., Gen. Partner Date
Social Security or Tax I.D.# 00-0000000 Social Security or Tax I.D. # 00-0000000
(Buyer) Date (Seller) Date
Deposit under Paragraph 11(a) received; IF OTHER THAN CASH, THEN SUBJECT TO CLEARANCE
(Escrow Agent)
BROKER'S FEE: The brokers named below, including listing and cooperating
brokers, are the only brokers entitled to compensation in connection with this
Contract.
Name:
Listing Broker Cooperating Brokers, if any
STANDARDS FOR REAL ESTATE TRANSACTIONS
A. EVIDENCE OF TITLE: (1) An abstract of title prepared or brought current by a
reputable and existing abstract firm (if not existing then certified as correct
by an existing firm) purporting to be an accurate synopsis of the instruments
affecting title to the Real Property recorded in the public records of the
county wherein Real Property is located through Effective Date and which shall
commence with the earliest public records, or such later date as may be
customary in the county. Upon closing of this transaction, the abstract shall
become the property of Buyer, subject to the right of retention thereof by first
mortgagee until fully paid. (2) 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 Real Property, subject only to liens,
encumbrances, exceptions or qualifications as set forth in this Contract and
those which shall be discharged by Seller at or before closing. Seller shall
convey marketable title subject only to liens, encumbrances, exceptions or
qualifications specified 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, within 3 days, have 30 days, if
abstract, or 5 days, if title commitment, from date of receiving evidence of
title to examine it. If title is found defective, Buyer shall thereafter notify
Seller in writing specifying defect(s). If the defect(s) render title
unmarketable, Seller will have 30 days from receipt of notice to remove the
defects, failing which Buyer shall, within five (5) days after expiration of the
thirty (30) day period, deliver written notice to Seller either: (1) extending
the time for a reasonable period not to exceed 120 days within which Seller
shall use diligent effort to remove the defects; or (2) requesting a refund of
deposit(s) paid 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
defect(s) in the title within the time provided therefor. If Seller is unable to
remove the defects within the times allowed therefor, Buyer shall either waive
the defects or receive a refund of deposit(s), thereby releasing Buyer and
Seller from all further obligation under this Contract.
B. PURCHASE MONEY MORTGAGE; SECURITY AGREEMENT. A purchase money
mortgage and mortgage note to Seller shall provide for a 30-day grace period in
the event of default if a first mortgage and a 15-day grace period if a second
or lesser mortgage; shall provide for right of prepayment in whole or in part
without penalty; shall permit acceleration in event of transfer of the Real
Property; shall require all prior liens and encumbrances to be kept in good
standing and forbid modifications of or future advances under prior mortgage(s);
shall require Buyer to maintain policies of insurance containing a standard
mortgagee clause covering all improvements located on the Real Property against
fire and all perils included within the term "extended coverage endorsements"
and such other risks and perils as Seller may reasonable require. In an amount
equal to their highest insurable value and the mortgage, note and security
agreement shall be otherwise in form and content required by Seller; but Seller
may only require clauses and coverage customarily found in mortgages, mortgage
notes and security agreements generally utilized by savings and loan
institutions or state or national banks located in the county
1
wherein Real Property is located. All Personal Property and leases being
conveyed or assigned will, at Seller's options, be subject to the lien of a
security agreement evidenced by record financing statements. If a balloon
mortgage, the final payment will exceed the periodic payments thereon.
C. SURVEY. Buyer, at Buyer's expense, within time allowed to deliver evidence of
title and to examine same, may have the Real Property surveyed and certified by
a registered Florida surveyor. If survey shows encroachment on Real Property or
that Improvements located on Real Property encroach on setback liens, easements,
lands of others or violate any restrictions Contract covenants or applicable
governmental regulation, the same shall constitute a title defect.
D. TERMITES. Buyer, at Buyer's expense, within time allowed to deliver evidence
of title, may have the Property inspected by a Florida Certified Pest Control
Operator ("Operator") to determine if there is any visible active termite
infestation or visible damage from termite infestation in the Property. If
either or both are found, Buyer will have 4 days from date of written notice
thereof within which to have cost of treatment, if required, estimated by the
Operator and all damage, inspected and estimated by a licensed builder or
general contractor. Seller shall pay valid costs of treatment and repair of all
damage up to the amount provided in Paragraph XIV(a). Should estimated costs
exceed that amount, Buyer shall have the option of canceling Contract within 5
days after receipt of contractor's repair estimate by giving written notice to
Seller or Buyer may elect to proceed with the transaction. In which event Buyer
shall receive a credit at closing of the amount provided in Paragraph XIV(a).
"Termite" shall be deemed to include all wood destroying organisms required to
be reported under the Florida Pest Control Act.
E. INGRESS AND EGRESS. Seller warrants and represents that there is ingress and
egress to the Real Property sufficient for its intended use as described in
Paragraph VII hereof, title to which is in accordance with Standard A.
F. LEASES. Seller shall, not less than 15 days before closing, furnish to Buyer
copies of all written leases and estoppel letters from each tenant specifying
the nature and duration of the tenant's occupancy, rental rates, advanced rent
and security deposits paid by tenant. If Seller is unable to obtain such letter
from each tenant, the same information shall be furnished by Seller to Buyer
within that time period in the form of a Seller's affidavit, and Buyer may
thereafter contact tenants to confirm such information. Seller shall, at
closing, deliver and assign all original leases to Buyer.
G. 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 known to Seller and further
attesting that there have been no improvements or repairs to the Property for 80
days immediately preceding date of closing. If Property has been improved or
repaired within that time, Seller shall deliver releases or waivers of
construction liens executed by all general contractors, subcontractors, supplier
and materialmen in addition to
2
Seller's lien affidavit setting forth the names of all such general contractors,
subcontractors, suppliers and materialmen and further affirming that all charges
for improvements or repairs which could serve as a basis for a construction lien
or a claim for damages have been paid or will be paid at closing of this
Contract.
H. PLACE OF CLOSING. Closing shall be held in the county wherein the Real
Property is located at the office of the attorney or other closing agent
designated by Seller.
I. TIME PERIOD. In computing time periods of less than six (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.
J. DOCUMENTS FOR CLOSING. Seller shall furnish the deed, xxxx of sale,
construction lien affidavit, owner's possession affidavit, assignments of
leases, tenant and mortgage estoppel letters and corrective instruments. Buyer
shall furnish closing statement, mortgage, mortgage note, security agreement and
financing statements.
K. EXPENSES. Documentary stamps on the deed and recording of corrective
instruments shall be paid by Seller. Documentary stamps and intangible tax on
the purchase money mortgage and any mortgage assumed and recording of purchase
money mortgage to Seller, deed and financing statements shall be paid by Buyer.
L. PRORATIONS; CREDITS. Taxes, assessments, rent, interest, insurance and other
expenses and revenue of Property shall be prorated through day before closing.
Buyer shall have the option of taking over any existing policies of insurance,
if assumable, in which event premiums shall be prorated. Cash at closing shall
be increased or decreased as may be required by prorations. Prorations will be
made through day prior to occupancy if occupancy occurs before closing, Advance
rent and security deposits will be credited to Buyer and escrow deposits held by
mortgages will be credited to Seller. 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 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. If there are completed improvements on the Real Property by
January 1st of year of closing, which improvements were not in existence on
January 1st of the prior year, then taxes shall be prorated based upon the prior
year's millage and at an equitable assessment to be agreed upon between the
parties, failing which, request will be made to the County Property Appraiser
for an informal assessment taking into consideration available exemptions. Any
tax proration based on an estimate shall, at request of either Buyer or Seller,
be subsequently readjusted upon receipt of tax xxxx on condition that a
statement to that effect is in the closing statement.
3
M. 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 of assessment for the
improvement by the public body.
N. INSPECTION, REPAIR AND MAINTENANCE. Seller warrants that, as of 10
days
prior to closing, the ceiling, roof (including the fascia and soffits) and
exterior and interior walls, foundation, seawalls (or equivalent) and dockage do
not have any VISIBLE EVIDENCE of leaks, water damage, or structural damage and
that the septic tank, pool, all appliances, mechanical items, heating, cooling,
electrical, plumbing systems and machinery are in WORKING CONDITION. The
foregoing warranty shall be limited to the items specified unless otherwise
provided in an addendum. Buyer may, at Buyer's expense, have inspections made of
those items by a firm or individual specializing in home inspections and holding
an occupational license for such purpose (if required) or by an appropriately
licensed Florida contractor. Buyer shall prior to Buyer's occupancy or not less
than 10 days prior to closing, whichever occurs first, report in writing to
Seller such items that do not meet the above standards as to defects. Unless
Buyer reports such defects within that time, Buyer shall be deemed to have
waived Seller's warrantee as to defects not reported. If repairs or replacements
are required to comply with this Standard, Seller shall cause them to be made
and shall pay up to the amount provided in Paragraph XIV(b). Seller is not
required to make repairs or replacements of a cosmetic nature unless caused by a
defect Seller is responsible to repair or replace. If the cost for such repair
or replacement exceeds the amount provided in Paragraph XIV(b), Buyer or Seller
may elect to pay such excess, failing which either party may cancel this
Contract. If Seller is unable to correct the defects prior to closing, the cost
thereof shall be paid into escrow at closing. Seller shall, upon reasonable
notice, provide utilities service and access to the Property for inspections,
including a walk-through prior to closing, to ensure that all items of Personal
Property are on the Real Property and, subject to the foregoing, that all
required repairs and replacements have been made and that the Property,
including, but not limited to, the lawn, shrubbery and pool, if any, has been
maintained in the condition existing as of the Effective Date, ordinary wear and
tear excepted.
O. RISK OF LOSS. If the Property is damaged by fire or other casualty before
closing and cost of restoration does not exceed 3% of the assessed valuation of
the Property so damaged, cost of restoration shall be an obligation of the
Seller and closing shall proceed pursuant to the terms of this Contract with
restoration costs escrowed at closing. If the cost of restoration exceeds 3% of
the assessed valuation of the improvements so damaged, Buyer shall have the
option of either taking Property as is, together with either the 3% or any
insurance proceeds payable by virtue of such loss or damage, or of canceling
this Contract and receiving return of deposit(s).
P. PROCEEDS OF SALE; CLOSING PROCEDURE. The deed shall be recorded upon
clearance of funds. If abstract of title has been furnished, evidence of title
shall be continued at Buyer's expense to show title in Buyer, without any
encumbrance or change which would render
4
Seller's title unmarketable from the date of the last evidence. Proceeds of the
sale shall be held in escrow by Seller's attorney or by another mutually
acceptable escrow agent for a period of not more than 5 days after closing date.
If Seller's title is rendered unmarketable, through no fault of Buyer, Buyer
shall, within the 5-day period, notify Seller in writing of the defect and
Seller shall have 30 days from date of receipt of such notification to cure the
defect. If Seller fails to timely cure the defect, all deposit(s) and closing
funds shall, upon written demand by Buyer and within 5 days after demand, be
returned to Buyer and, simultaneously with such repayment, Buyer shall return
the Personal Property, vacate the Real Property and reconvey the Property to
Seller by special warranty deed and xxxx of sale. If Buyer fails to make timely
demand for refund, Buyer shall take title as is, waiving all rights against
Seller as to any intervening defect except as may be available to Buyer by
virtue of warranties contained in the deed or xxxx of sale. If a portion of the
purchase price is to be derived from institutional financing or refinancing,
requirements of the lending institution as to place, time of day and procedures
for closing, and for disbursement of mortgage proceeds shall control over
contrary provision in this Contract. Seller shall have the right to require from
the lending institution a written commitment that it will not withhold
disbursement of mortgage proceeds as a result of any title defect attributable
to Buyer-mortgagor. The escrow and closing procedure required by this Standard
shall be waived if title agent insures adverse matters pursuant to Section
627.7841, F.S. (1993), as amended.
Q. ESCROW. Any escrow agent ("Agent") receiving funds or equivalent is
authorized and agrees by acceptance of them to deposit them promptly, hold same
in escrow and, subject to clearance, disburse them in accordance with terms and
conditions of Contract. Failure of clearance of funds shall not excuse Buyer's
performance. If in doubt as to Agent's duties or liabilities under the
provisions of Contact, Agent may, at Agent's option, continue to hold the
subject matter of the escrow until the parties mutually agree to its
disbursement or until a judgment of a court of competent jurisdiction shall
determine the rights of the parties or Agent may deposit 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 Agent shall fully
terminate, except to the extent of accounting for any liens previously delivered
out of escrow. If a licensed real estate broker, Agent will comply with
provisions of Chapter 475, F.S. (1993) as amended. Any suit between Buyer and
Seller wherein Agent is made a party because of acting as Agent hereunder or in
any suit wherein Agent interpleads the subject matter of the escrow, Agent shall
recover reasonable attorney's fees and costs incurred with the fees and costs to
be paid from and out of the escrowed funds or equivalent and charged and awarded
as court costs in favor of the prevailing party. Parties agree that Agent shall
not be liable to any party or person for misdelivery to Buyer or Seller of items
subject to this escrow, unless such misdelivery is due to willful breach of this
Contract or gross negligence of Agent.
R. ATTORNEY'S FEES; COSTS. In any litigation, including breach, enforcement or
interpretation, arising out of this Contract, the prevailing party in such
litigation which, for the purposes of this Standard, shall include Seller, Buyer
and any brokers acting in agency or nonagency relationships authorized by
Chapter 475, F.S. (1993) as amended, shall be entitled to recover reasonable
attorney's fees, costs and expenses.
5
S. FAILURE OF PERFORMANCE. If Buyer fails to perform this Contract within the
time specified, including payment of all deposit(s), the deposit(s) paid by
Buyer and deposit(s) agreed to be paid, may be retained by or 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 obligations under the 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, the Buyer may seek specific performance or elect to receive the
return of Buyer's deposit(s) without thereby waiving any action for damages
resulting from Seller's breach.
T. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE. Neither the
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, singular shall include plural and one
gender shall include all. Notice given by or to the attorney for any party shall
be as effect as if given by or to that party.
U. CONVEYANCE. Seller shall convey title to the Real Property by statutory
warranty, trustee's, personal representatives or guardian's deed, as appropriate
to the status of Seller, subject only to matters contained in paragraph VII and
those otherwise accepted by Buyer. Personal Property shall, at request of Buyers
be transferred by an absolute xxxx of sale with warranty of title, subject only
in such matters as may be otherwise provided for herein.
V. 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 intended to be bound by it.
W. WARRANTY. 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.
6
ADDENDUM TO CONTRACT FOR SALE AND PURCHASE
This Addendum to Contract for Sale and Purchase is made by and between
JCJ Family Partnership, Ltd., as Seller and Boat Tree, Inc., as Buyer.
In the event of any conflict between the terms and provisions of this
Addendum to Contract for Sale and Purchase and the terms and provisions of the
printed Contract for Sale and Purchase to which this Addendum is annexed, the
terms and provisions of this Addendum shall take precedence.
1. AS-IS SALE. The Buyer acknowledges that by Closing, its
representatives will have inspected the Property and made any investigations
deemed necessary and appropriate with respect to the Property. Buyer further
acknowledges that except for the Seller's representations contained in this
Contract, the Seller makes no further representations or warranties concerning
the Property and Buyer has relied upon no statements or representations of
Seller or its agents or employees. Seller is selling the Property "AS IS" and
Buyer accepts the Property in its "AS IS" condition.
2. BINDING EFFECT. The Contract and this Addendum shall be binding upon
and inure to the benefit of the respective parties, their heirs, executors,
administrators, legal representatives and assigns, and may be altered, modified,
varied or amended except by subsequent formal agreement in writing, signed by
the parties hereto.
3. ENTIRE CONTRACT. This Contract, when signed by both Seller and
Buyer, will be the record of the complete agreement between Seller and Buyer
concerning the purchase and sale of the Property. No verbal agreements or
promises will be binding and no changes or amendments thereto will be effective
unless in writing and signed by both parties.
4. COUNTERPART AND FACSIMILE SIGNATURES. The parties hereto acknowledge
that this Contract may be executed in counterparts, each being deemed to be
originals, and facsimile signatures shall also be deemed as originals.
5. CLOSING. This transaction shall close contemporaneously with an
Initial Public Offering of the common stock of American Marine Recreation, Inc.
The Promissory Note will be guaranteed by American Marine Recreation, Inc. Buyer
shall pay all costs and expenses associated with the consummation of this
transaction.
SELLER BUYER
JCJ Family Partnership, Ltd. Boat Tree, Inc.
By: By:
------------------------------- -----------------------
Xxxxxx X. Xxxx, Xx., General Partner Xxxxxx X. Xxxx, Xx., President
