REAL ESTATE PURCHASE AGREEMENT
PARTIES: Cimarron Enterprises, Inc. - Buyer, a Nevada Corporation with its
offices located at 00 Xxxxxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxx, 00000 or assignee.
Oasis International Hotel & Casino, Inc - Seller, a Nevada Corporation with its
offices located at 000 Xxxx 000 Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000.
PROPERTY: Real property, including all improvements located thereon,
located at the Northeast corner of the intersection of I-80
and Nevada state Highway 233 in the county of Elko, State of
Nevada and commonly known as Oasis, consisting of 49.96 acres
more or less and more specifically described in the legal
description as attached hereto and labeled as Exhibit "A."
Unless excluded herein, this sale shall include all fixtures presently
attached to the Property: plumbing, heating, air-conditioning and venting
fixtures and equipment, water heater, built-in appliances, light fixtures and
bulbs, bathroom fixtures, curtains and draperies and rods, window and door
screens, storm doors, window blinds, awning, installed television antenna,
satellite dishes and systems, wall-to-wall carpets, fences, trees and shrubs,
inventory, trade fixtures, permits, and licenses. No items have been
specifically excluded from the sale of the Property. Buyer will grant to Seller
an easement for free access to Seller's property, the easement to be determined
during Buyer's due diligence period and is moveable at the mutual agreement of
the parties. Water rights granted by the sale are still to be determined and
agreed upon. Water rights shall be determined during Buyer's due diligence and
Seller agrees to full disclosure of all information in its possession and
control regarding water rights on the property.
Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the
property as set forth above upon the following terms and conditions:
Deposit: $85,000 in cash to be deposited within 3 days of
acceptance hereof, the deposit to be with interest
and escrow opened with Xxxxxxx Title Company of Elko,
Nevada.
Price: Total purchase price shall be $1,250,000 for the
property as described herein above, to which the
deposit may be applied, the purchase price to be paid
in cash at the time of closing
DEPOSIT: Within 90 calendar days of this agreement, both parties shall deposit
with the above designated Escrow Holder, all funds and instruments necessary to
complete the sale in accordance with the terms hereof. Escrow fees to be paid by
Buyer. A one time 90 day extension of the closing date may be exercised by Buyer
not less than 10 days prior to first scheduled closing date. Upon the extension
of the closing date beyond the first 90 day period $30,000 of the deposit of
Buyer becomes non-refundable, after 30 days of the extension another $30,000 of
the deposit shall become non-refundable and after 60 days the remainder of the
deposit shall become non-refundable, prior to the times set forth above if Buyer
shall decide not to complete the purchase, for any reason, the remaining deposit
with interest shall be refunded to Buyer.
CLOSING: This transaction shall be closed on or before 90 days from the date
hereof, or thereafter if extended by the terms of this Agreement. Closing shall
occur when: (a) Buyer and Seller have signed and delivered to the escrow/title
company all documents required by this Contract, by written escrow instructions
and by applicable law; and (b) the monies required to be paid under these
documents, have been delivered to the escrow/title company in the form of
cashier's check, collected or cleared funds. Seller and Buyer shall each pay
one-half (1/2) of the escrow Closing fees. Taxes and assessments for the current
year, rents, and interest on assumed obligations shall be prorated as set forth
in this Section. Unearned deposits on tenancies shall be transferred to Buyer at
Closing.Prorations set forth in this Section shall be made as of the date of
Closing.
POSSESSION: Seller shall deliver possession to Buyer upon closing.
BROKER & AGENTS: Seller has contracted with Oldham & Associates, Home Solution
and Xxxxxx Xxxxxx and is responsible for payment of any commission to them as
its broker or agent. Buyer shall be responsible for any commissions to agents or
brokers that it has contracted with.
EVIDENCE OF TITLE: (a) Seller has, or shall have at Closing, fee title to the
Property and agrees to convey such title to Buyer by general warranty deed, free
of financial encumbrances as warranted herein; (b) Seller agrees to pay for and
furnish Buyer at Closing with a current standard form owner's policy of title
insurance in the amount of the Purchase Price; ( c) the title policy shall
conform with Seller's obligations under (a) and (b) above.
SELLER'S DISCLOSURES: Seller will deliver to Buyer the following Seller
Disclosures; (a) a commitment for the policy of title insurance to be issued by
the title company chosen by Seller, including copies of all documents listed as
Exceptions on the Commitment; (b) a copy of all loan documents relating to any
loan now existing which will encumber the Property after Closing; and ( c) a
copy of all leases affecting the Property not expiring prior to Closing, (d)
Seller also agrees to grant access to the engineers with information regarding
the water rights on the property and to instruct those engineers to provide
information, including copies of any relevant documents requested by Buyer, to
Buyer during the period from signing hereof to closing . Seller agrees to pay
any title commitment cancellation charges.
GENERAL CONTINGENCIES: Buyer's approval of the content of items referenced in
Seller's Disclosures and Buyer's inspection of the Property. Any inspection
shall be paid for by Buyer and shall be conducted by an individual/company of
Buyer's choice. Seller agrees to fully cooperate with such inspection and a
walk-though inspection of the Property as reasonably requested by the Buyer.
Buyer shall have 30 days after receipt of the content of Seller's
Disclosures to determine, if, in Buyer's sole discretion, the content of all
Seller Disclosures is acceptable.
If Buyer does not deliver a written objection to Seller regarding a
Seller Disclosure or the Property Inspection within the time provided above,
that document or inspection will be deemed approved or waived by Buyer.
If Buyer objects, Buyer and Seller shall have 21 calendar days after
receipt of the objections to resolve Buyer's objections. Seller may, but shall
not be required to, resolve Buyer's objections. If Buyer's objections are not
resolved within the 21 calendar days, Buyer may void this Contract by providing
written notice to Seller within the same 21 calendar days. The Escrow/Title
Company, upon receipt of a copy of Buyer's written notice, shall return to Buyer
the Deposit without the requirement of any further written authorization from
Seller. If this contract is not voided by Buyer, Buyer's objection is deemed to
have been waived. However, this waiver does not affect any other matters
warranted by Seller.
CHANGES DURING TRANSACTION: Seller agrees that no changes in any existing leases
shall be made, no new leases entered into, and no substantial alterations or
improvements to the Property shall be made or undertaken without the written
consent of the Buyer.
AUTHORITY OF SIGNERS: The persons executing this Contact on behalf of the Buyer
and the Seller warrant that each has the authority to do so and to bind the
named Buyer and Seller corporations.
COMPLETE CONTRACT: This instrument together with its addenda, any attached
exhibits, and Disclosures constitute the entire Contract between the parties and
supersedes and replaces any and all prior negotiations, representations,
warranties, understandings, term sheets or contracts between the parties. This
Contract cannot be changed except by written agreement of the parties.
DISPUTE RESOLUTION: The parties agree that any dispute or claim relating to this
Contract, including but not limited to the disposition of the Deposit, the
breach or termination of this Contract, or the services related to this
transaction, shall first be submitted to mediation in accordance with the Rules
of the American Arbitration Association. Disputes shall include representations
made by the parties, any broker or other person or entity in connection with the
sale, purchase, financing, condition or other aspect of the Property to which
this Contract pertains, including without limitation, allegations of
concealment, misrepresentation, negligence and/or fraud. Each party agrees to
bear its own costs of mediation. Any agreement signed by the parties pursuant to
the mediation shall be binding. If mediation fails, the procedures applicable
and remedies available under this Contract shall apply. Nothing in this
paragraph shall prohibit any party from seeking emergency equitable relief
pending mediation. The parties agree that mediation under this paragraph is not
mandatory, but is optional upon agreement of all parties.
DEFAULT: If Buyer defaults, Seller may elect to either retain the Deposit as
liquidated damages or to return the Deposit and xxx Buyer to enforce Seller's
rights. If Seller defaults, in addition to the return of the Deposit, Buyer may
elect to either accept from Seller as liquidated damages, a sum equal to the
Deposit, or to xxx Seller for specific performance and/or damages. If Buyer
elects to accept the liquidated damages, Seller agrees to pay the liquidated
damages to Buyer upon demand. Where a section of this Contract provides a
specific remedy, the parties intend that the remedy shall be exclusive
regardless of rights which might otherwise be available under common law.
ATTORNEY'S FEES: In any action arising out of this Contract, the prevailing
party shall be entitled to costs and reasonable attorney's fees.
APPLICABLE LAW AND VENUE DESIGNATION: The parties agree that the Law of the
State of Nevada shall apply to any issue arising under this Agreement and the
parties further agree and stipulate that the Courts located in the County of
Elko, Nevada have jurisdiction to hear and rule upon any dispute arising under
this Agreement.
ABROGATION: Except for express warranties made in this Contract, the provisions
of this Contract shall not apply after Closing.
RISK OF LOSS: All risk of loss or damage to the Property shall be borne by
Seller until Closing.
ADDITIONAL PROPERTY OPTION: Buyer is granted the right to purchase an additional
15 acres of real property contiguous to the property described in Exhibit "A"
hereto for a period of 12 months from the acceptance hereof at a price of
$25,000 per acre, to be paid in either cash or to be financed by the Seller at
8% per annum, monthly payments of principal and interest amortized over a 15
year period with the balance due in a balloon payment five years from the
exercise of the option.
At the closing of this transaction additional Options to Purchase Real
Estate, as set forth in detail in Exhibit "B" and Exhibit "C" as attached
hereto, shall be granted and delivered to Buyer hereunder.
TIME IS OF THE ESSENCE: Time is of the essence regarding the dates set forth in
this transaction. Extensions must be agreed to in writing and by all parties.
Performance under each section and paragraph of this Contract which references a
date shall be required absolutely by 5:00 p.m. Pacific Time on the stated date.
ZONING: The parties agree to cooperate in the zoning of any of the property,
including the development of a master plan for the area in support of any
application by either party for zoning change applications.
HEADINGS AND CAPTIONS: The headings or captions of paragraphs are included
solely for convenience. If a conflict exists between any heading or caption and
the text of this Agreement, the text shall control.
SEVERABILITY: If any of the terms or provisions of this Agreement are determined
to be invalid, such invalid term or provision shall not affect or impair the
remainder of this Agreement, but such remainder shall continue in full force and
effect to the same extent as though the invalid term or provision were not
contained herein.
EXECUTION IN COUNTERPARTS: This Agreement may be executed in two or more
counterparts, each of which may be executed by one of the parties, with the same
force and effect as though all of the parties executing such counterparts have
executed but one instrument.
FACSIMILE (FAX) DOCUMENTS: Facsimile transmission of any signed original
document, and retransmission of any signed facsimile transmission, shall be the
same as delivery of an original.
SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and inure to the
benefit of the parties and their respective heirs, legal representatives,
successors and permitted assigns.
ACCEPTANCE: Acceptance occurs when Seller or Buyer, responding to any offer or
counteroffer, (if any) (a) signs the offer or counter where noted to indicate
acceptance; and (b) communicates to the other party or the other party's agent
that the offer or counteroffer has been signed as required.
BUYER'S SIGNATURE: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------------
By: Xxxxxx X. Xxxxxxxxxx, President May 9, 1997
Print name and Title Date
SELLER'S SIGNATURE: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
By: Xxxxxxx X. Xxxxxx, President May 9, 1997
Print name and Title Date
EXHIBIT "A"
REAL PROPERTY DESCRIPTION
Real property located in the County of Elko, State of Nevada, described
as follows:
TRACT ONE:
A parcel of land located in Sections 2 and 3, T 36 N, R 66 E, MDB & M,
Elko County, Nevada, more particularly described as follows:
Beginning at the South 1/4 corner of said Section 2, a point begin
corner no. 1, the true point of beginning.
Thence N 88 56'46" W, 624.62 feet along the South line of said Section
2, to corner no. 2, a point being on the Northeasterly Right of Way of
Interstate Route 80,
thence N 49 01'38" W, 957.24 feet along the said Northeasterly Right
of Way of Interstate Route 80 to corner no. 3, a point being on the
East line of the SW1/4 of the SW1/4 of said Section 2,
thence N 02 47'03" W, 661.90 feet along the said East line the SW1/4
of the SW1/4 of Section 2 to corner no. 4, a point being the Northeast
corner of the said SW1/4 of the SW1/4 of Section 2,
thence N 89 26'47" W, 1041.89 feet along the North line of the said
SW1/4 of the SW1/4 of Section 2 to corner no. 5, a point on the said
Northeasterly Right of Way of Interstate Route 80,
thence from a tangent bearing N 45 17'44" W on a curve to the right
with a radius 4018.00 feet through a central angle of 02 50'36" for an
arc length of 199.39 feet along the said Northeasterly Right of Way of
Interstate Route 80 to corner no.6,
thence N 42 27'08" W, 233.99 feet along the said Northeasterly Right
of Way of Interstate Route 80 to corner no. 7, a point also being on
the West line of said Section 2,
thence N 02 59'54" W, 118.81 feet along the said West line of Section
2 to corner no. 8,
thence N 38 15'31" W, 268.12 feet to corner no. 9, a point also being
on the Southeasterly Right of Way of Nevada State Route 233,
thence N 44 03'49" E, 624.37 feet along the said Southeasterly Right
of Way of Nevada State Route 233 to corner no. 10,
thence S 49 01'38" E, 3675.82 feet to corner no. 11, a point also
being on the South line of said Section 2,
thence N 88 58'42" W, 320.00 feet along the said South line of Section
2, to corner no. 1, the point of beginning, containing 43.50 acres
more or less.
TRACT TWO:
TOWNSHIP 36 NORTH, RANGE 66 EAST, MDB&M
Section 2: SW1/4SW1/4
EXCEPTING THEREFROM that portion of said land conveyed to the STATE OF
NEVADA by deed recorded July 18, 1950, in Book 58, Page 287, Deed
Records, Elko County, Nevada.
FURTHER EXCEPTING THEREFROM that portion of said land condemned to the
STATE OF NEVADA described in the Final Order of Condemnation recorded
December 13, 1973, in Book 188, Page 495, Official Records, Elko
County, Nevada.
EXHIBIT "B"
OPTION TO PURCHASE REAL ESTATE
Contingent upon the closing of the real estate purchase set forth in
the Real Estate Purchase Agreement executed May 9, 1997 between Cimarron
Enterprises, Inc. and Oasis International Hotel & Casino, Inc., Oasis
International Corporation, a Nevada Corporation with office located at 000 Xxxx
000 Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000 (hereinafter referred to as
"Optionor") grants to Cimarron Enterprises, Inc. a Nevada Corporation with
offices located at 00 Xxxxxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxx 00000 (hereinafter
referred to as "Optionee") an option to purchase real property situated in
Oasis, County of Elko, State of Nevada in an amount not to exceed 50 acres
located on the Xxxxxxxxx xxxxxx xx X-00 xxx Xxxxxx Xxxxx Xxxxxxx 000, the exact
boundaries of which are to be mutually agreed upon by the Optionor and Optionee
for a PURCHASE PRICE of $1,250,000 (One million two hundred fifty thousand and
no/100 dollars) until January 10, 1999, with six (6) one month extensions
thereafter available upon payment of $6,000 for each month prior to the
expiration of the preceding option period, any such payment for extensions shall
be credited to the final purchase price only upon closing and subject to the
following terms and conditions:
ENCUMBRANCES: In addition to any disclosures referred to above, Optionee shall
take title to the property subject to: 1) Real Estate Taxes not yet due and 2)
Covenants, conditions, restrictions, reservations, rights, rights of way and
easements of record, if any, which do not materially affect the value or
intended use of the property. The amount of any bond or assessment which is a
lien shall be paid at the time the option is exercised.
EXAMINATION OF TITLE: Twenty-one (21) days from date of exercise hereof are
allowed the Optionee to examine the title to the property and to report in
writing any valid objections thereto. Any exceptions to the title, which would
be disclosed by examination of the records, shall be deemed to have been
accepted unless reported in writing within said twenty-one (21) days. If
Optionee objects to any exceptions to the title, Optionor shall use all due
diligence to remove such exceptions at his own expense within 60 days and the
option payment shall be returned to Optionee, unless he elects to purchase the
property subject to such exceptions.
EVIDENCE OF TITLE: shall be in the form of a policy of title insurance.
CLOSE OF ESCROW: Within 90 days from exercise of the option, or upon removal of
any exceptions to the title by the Optionor, as provided above, whichever is
later, both parties shall deposit with an authorized escrow holder, to be
selected by the Optionee, all funds and instruments necessary to complete the
sale in accordance with the terms and conditions hereof.
POSSESSION: Possession shall be delivered to Optionee at the time of Close of
Escrow.
PRORATIONS: rents, taxes, premiums on insurance acceptable to Optionee, interest
and other expenses of the property to be prorated as of Close of Escrow.
Security deposits, advance rentals or consideration involving future lease
credits shall be credited to Optionee.
MAINTENANCE: Until possession is delivered Optionor agrees to maintain the
property and maintain it in its normal and customary condition. NOTICE: By
acceptance hereof, Optionor warrants that he has no notice of violations
relating to the property from City, County, State or Federal agencies.
TIME: Time is of the essence of this agreement.
EXPIRATION OF OPTION: If not exercised or extended pursuant to the terms hereof,
this option shall expire on January 10, 1999 and Optionor shall be released from
all obligations hereunder and all of Optionee's rights hereunder, legal or
equitable, shall cease and the consideration hereinabove receipted for by
Optionor shall be retained by Optionor.
EXERCISE OF OPTION: The option shall be exercised by mailing or delivering
written notice to the Optionor, at the above stated address, prior to the
expiration of this option and by an additional payment, on account of the
purchase price, in the amount of $25,000 (Twenty-five thousand and no/100
dollars) and in the event the option is exercised, Optionee agrees to pay
Optionor the additional sum of $1,225,000 (One million two hundred twenty-five
thousand and no/100 dollars) as the balance of the option price.
ADDITIONAL OPTION: Upon exercise of the option granted hereinabove, Optionor
will grant to Optionee the right to purchase any portion of the remaining land
held by Optionor in Sections 2 or 3, T 36 N, R 66 E, MDB & M, located in Elko
County, Nevada at the option price of $25,000 (twenty-five thousand and no/100
dollars) per acre for a period through December 31, 1999. Extensions of this
additional option shall be granted upon payment of $50,000 (Fifty thousand and
no/100 dollars) for each year (December 2000 and December 2001) at least fifteen
(15) days prior to the expiration of the existing option period. Payments for
any extensions shall be credited to the purchase price when the option is
exercised. The option price on this additional property during the extension
periods shall be as follows:
January 1, 2000 through December 31, 2000, the greater of:
$26,250 per acre or
$26,250 per acre plus an amount equal to one-half of the difference
between the appraised value and $26,250 per acre.
January 1, 2001 through December 31, 2001, the greater of:
$27,550 per acre or
$27,550 per acre plus an amount equal to one-half of the difference
between the appraised value and $27,550 per acre.
CIMARRON ENTERPRISES, INC. "OPTIONEE"
Xxxxxx X. Xxxxxxxxxx
-----------------------
By:Xxxxxx X. Xxxxxxxxxx, President May 9, 1997
Print name and title: Date
OASIS INTERNATIONAL CORPORATION "OPTIONOR"
Xxxxxxx X. Xxxxxx
----------------------
By: Xxxxxxx X. Xxxxxx, President May 9, 1997
Print name and title: Date
EXHIBIT "B"
EXHIBIT "C"
OPTION TO PURCHASE REAL ESTATE FOR GOLF COURSE DEVELOPMENT
Contingent upon the closing of the real estate purchase set forth in
the Real Estate Purchase Agreement executed May 9, 1997 between Cimarron
Enterprises, Inc. and Oasis International Hotel & Casino, Inc., Oasis
International Corporation, a Nevada Corporation with office located at 000 Xxxx
000 Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000 (hereinafter referred to as
"Optionor") grants to Cimarron Enterprises, Inc. a Nevada Corporation with
offices located at 00 Xxxxxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxx 00000 (hereinafter
referred to as "Optionee") an option to purchase real property situated in
Oasis, County of Elko, State of Nevada in an amount not to exceed 160 acres
located on the Southwest corner of I-80 and Nevada State Highway 233, the exact
boundaries of which are to be mutually agreed upon by the Optionor and Optionee
for a PURCHASE PRICE of $10,000 (Ten thousand and no/100 dollars) per acre until
December 31, 1999 and subject to the following terms and conditions:
ENCUMBRANCES: In addition to any disclosures referred to above, Optionee shall
take title to the property subject to: 1) Real Estate Taxes not yet due and 2)
Covenants, conditions, restrictions, reservations, rights, rights of way and
easements of record, if any, which do not materially affect the value or
intended use of the property. The amount of any bond or assessment which is a
lien shall be paid at the time the option is exercised.
EXAMINATION OF TITLE: Twenty-one (21) days from date of exercise hereof are
allowed the Optionee to examine the title to the property and to report in
writing any valid objections thereto. Any exceptions to the title, which would
be disclosed by examination of the records, shall be deemed to have been
accepted unless reported in writing within said twenty-one (21) days. If
Optionee objects to any exceptions to the title, Optionor shall use all due
diligence to remove such exceptions at his own expense within 60 days and the
option payment shall be returned to Optionee, unless he elects to purchase the
property subject to such exceptions.
EVIDENCE OF TITLE: shall be in the form of a policy of title insurance.
CLOSE OF ESCROW: Within 90 days from exercise of the option, or upon removal of
any exceptions to the title by the Optionor, as provided above, whichever is
later, both parties shall deposit with an authorized escrow holder, to be
selected by the Optionee, all funds and instruments necessary to complete the
sale in accordance with the terms and conditions hereof.
POSSESSION: Possession shall be delivered to Optionee at the time of Close of
Escrow.
PRORATIONS: rents, taxes, premiums on insurance acceptable to Optionee, interest
and other expenses of the property to be prorated as of Close of Escrow.
Security deposits, advance rentals or consideration involving future lease
credits shall be credited to Optionee.
MAINTENANCE: Until possession is delivered Optionor agrees to maintain the
property and maintain it in its normal and customary condition.
NOTICE: By acceptance hereof, Optionor warrants that he has no notice of
violations relating to the property from City, County, State or Federal
agencies.
TIME: Time is of the essence of this agreement.
EXPIRATION OF OPTION: If not exercised, this option shall expire on December 31,
1999 and Optionor shall be released from all obligations hereunder and all of
Optionee's rights hereunder, legal or equitable, shall cease and the
consideration hereinabove receipted for by Optionor shall be retained by
Optionor.
EXERCISE OF OPTION: The option shall be exercised by mailing or delivering
written notice to the Optionor, at the above stated address, prior to the
expiration of this option and by an additional payment, on account of the
purchase price, in the amount of $25,000 (Twenty-five thousand and no/100
dollars) and in the event the option is exercised, Optionee agrees to pay
Optionor the additional sum of $10,000 (Ten thousand and no/100 dollars) per
acre on the portion of the property on which the option is exercised as the
balance of the option price.
COVENANT ON USE OF PROPERTY: Any property obtained by Optionee under the terms
and conditions of this Option to Purchase Real Estate shall be used only and
exclusively for the development of a golf course and supportive uses to the golf
course and for no other purpose for a period of twenty years from the date of
exercise hereof. If the property should be used for any other use or development
this covenant may be released by Optionor upon payment of $15,000 (Fifteen
thousand and no/100 dollars) per acre for each acre, or portion thereof, to be
released from this exclusive use covenant.
CIMARRON ENTERPRISES, INC. "OPTIONEE"
/s/ Xxxxxx X. Xxxxxxxxxx
----------------------
By: Xxxxxx X. Xxxxxxxxxx, President May 9, 1997
Print name and title: Date
OASIS INTERNATIONAL CORPORATION "OPTIONOR"
/s/ Xxxxxxx X. Xxxxxx
-------------------------------
By: Xxxxxxx X. Xxxxxx May 9, 1997
Print name and title: Date
