COMMERCIAL CONTRACT
FLORIDA ASSOCIATION OF REALTORS
1. PURCHASE AND SALE: XXXXXX HOLDINGS, INC., a Florida Corporation ("BUYER")
agrees to buy and CHAMPION HILLS, INC. ("SELLER") agrees to sell the property
described as: Street Address: ________________________________________
Legal Description: Parcel "A" as further described in attached Exhibit "A",
consisting of the southern (125) one hundred twenty-five feet of U.S. Hwy. 19
frontage.
and the following Personal Property:
None___________________________________________________________________
all collectively referred to as the "Property") on the terms and conditions set
forth below. The "Effective Date" of this Contract is the date on which the last
of the Parties signs the latest offer: Time is of the essence in this Contract.
Time periods of 5 days or less shall be computed without including Saturday,
Sunday, or national legal holidays and any time period ending on a Saturday,
Sunday or national legal holiday shall be extended until 5:00 p.m. on the next
business day.
2. PURCHASE PRICE $312,500.00
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(a) Deposit to be held in escrow by Xxxxxx, Xxxxxx & Long Attys
Escrow, see Addendum $15,000.00
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(b) Additional deposit to be made within ______ days from
Effective Date $ ________
(c) Total mortgages (as referenced in Paragraph 3) $ ________
(d) Other: ________________________________________________ $_________
(e) Balance to close, subject to adjustments and prorations,
to be made with cash, locally drawn certified or
cashier's check or wire transfer. $ 297,500.0
3. THIRD PARTY FINANCING: Within ____ days from Effective Date ("Application
Period"), BUYER shall, at BUYER'S expense, apply for third party financing in
the amount of $_____________ or __________% of the purchase price to be
amortized over a period of ________ years and due in no less than ________ years
and with a fixed interest rate not to exceed prevailing rate _______% at
origination, with additional terms as follows:
_____________________________________Buyer shall pay for the mortgagee title
insurance policy and for all loan expenses, SELLER shall timely provide any and
all credit, employment, financial, estoppel letters and other information
reasonably required by any lender. BUYER shall notify SELLER immediately upon
obtaining financing or being rejected by a lender. If BUYER, after diligent
effort, fails to obtain a written commitment within _______ days from Effective
Date ("Financing Period"), BUYER shall either:
(a) waive this financing contingency and proceed with closing or
(b) reapply at SELLER'S request and at BUYER'S SELLER'S expense for
financing at an alternate lender selected by SELLER. Reapplication shall be
made within _______ days from SELLER'S request. If SELLER does not request
reapplication, either party may terminate this Contract by written notice
to the other party.
4. TITLE: SELLER has the legal capacity to and shall convey marketable title to
the Property by statutory warranty deed other __________________________, free
of liens, easements and encumbrances of record or known to SELLER, but subject
to property taxes for the year of closing; covenants, restrictions and public
utility easements of record; and (list any other matters to which title will be
subject) __________________________________________________________________
_______________________________; provided there exists at closing no violation
of the foregoing and none of them prevents BUYER'S intended use of the Property
as commercial car wash facility.
(a) Evidence of Title: SELLER shall, at SELLER'S BUYER'S expense and within
Ten days from Effective Date prior to Closing Date from date BUYER meets or
waives financing contingency in Paragraph 3, deliver to BUYER an abstract
of title, prepared or brought current by an existing abstract firm or
certified as correct by an existing firm. a title insurance commitment by a
Florida licensed title insurer and, upon BUYER recording the deed, an ALTA
owner's policy in the amount of the purchase price for fee simple title
subject only to exceptions stated above.
BUYER shall, within 15 days from receipt of the abstract or 7 days from receipt
of the commitment, deliver written notice to SELLER of title defects. Title
shall be deemed acceptable to BUYER if (1) BUYER fails to deliver proper notice
of defects or (2) BUYER delivers proper notice and SELLER cures the defects
within 30 days from receipt of the notice ("Curative Period"). If the defects
are cured within the Curative Period, closing shall occur within 10 days from
receipt by BUYER of notice of such curing. SELLER may elect not to cure defects,
if SELLER reasonably believes any defect cannot be cured within the Curative
Period. If the defects are not cured within the Curative Period, BUYER shall
have 10 days from receipt of notice of SELLER'S inability to cure the defects to
elect whether to terminate this Contract or accept title subject to existing
defects and close the transaction without reduction in purchase price. (b)
Survey: (check one) SELLER shall, within _______ days from Effective Date,
deliver to BUYER copies of surveys, plans, specifications, and engineering
documents, if any, prepared for SELLER or in SELLER'S possession, which show all
currently existing structures. BUYER shall at BUYER'S expense and within the
time period allowed to deliver and examine title evidence, obtain a current
certified survey of the Property from a registered surveyor. If the survey
reveals encroachments on the Property or that the improvements encroach on the
lands of another, BUYER shall accept the Property with the existing
encroachments such encroachments shall constitute a title defect to be
cured within the Curative Period. (c) Ingress and Egress: SELLER warrants that
the Property presently has ingress and egress sufficient for BUYER's intended
use of the Property, title to which is in accordance with Paragraph 4 (d)
Possessions: SELLER shall deliver possessions and keys for all locks and alarms
to BUYER at closing.
5. CLOSING DATE AND PROCEDURE : This transaction shall be closed in Pinellas
County, Florida on or before the ____________,19_____ or within 155 days from
the Effective Date ("Closing Date"), unless otherwise extended herein.
SELLER BUYER shall designate the closing agent. BUYER and SELLER
shall, within 150 days from Effective Date, deliver to Escrow Agent signed
instructions which provide for closing procedure. If an institutional lender is
providing purchase funds, lender requirements as to place, time of day, and
closing procedures shall control over any contrary provisions in this Contract.
(a) Costs: BUYER shall pay taxes and recording fees on notes,
mortgages and financing statements and recording fees for the deed.
SELLER shall pay taxes on the deed and recording fees for documents
needed to cure title defects. If SELLER is obligated to discharge any
encumbrance at or prior to closing and fails to do so, BUYER may use
purchase proceeds to satisfy the encumbrances.
(b) Documents: SELLER shall provide the deed, xxxx of sale, mechanic's
lien affidavit, assignments of leases, updated rent roll, tenant and
lender estoppel letters, assignments of permits and licenses,
corrective instruments and letters notifying tenants of the change in
ownership/rental agent. If any tenant refuses to execute an estoppel
letter, SELLER shall certify that information regarding the tenant's
lease is correct. If SELLER is a corporation, SELLER shall deliver a
resolution of its Board of Directors authorizing the sale and delivery
of the deed and certification by the corporate Secretary certifying
the resolution and setting forth facts showing the conveyance conforms
with the requirements of local law. SELLER shall transfer security
deposits to BUYER. BUYER shall provide the closing statement,
mortgages and notes, security agreements and financing statements.
(c) Taxes, Assessments, and Prorations: The following items shall be
made current and prorated as of Closing Date as of
________________________________: real estate taxes, bond and
assessment payments assumed by BUYER, interest, rents, association
dues, insurance premiums acceptable to BUYER, and
_______________________. If the amount of taxes and improvements and
assessments for the current year cannot be ascertained, rates for the
previous year shall be used with due allowance being made for
improvements and exemptions. SELLER is aware of the following
assessments affecting or potentially affecting the Property:
__________________________________________. BUYER shall be responsible
for all assessments of any kind which become due and owing on or after
Effective Date, unless the improvement is substantially completed as
of Closing Date, in which case SELLER shall be obligated to pay the
entire assessment. (d) FIRPTA Tax Withholding: The Foreign Investment
in Real Property Act ("FIRPTA") requires BUYER to withhold at closing
a portion of the purchase proceeds for remission to the Internal
Revenue Service ("I.R.S.") if SELLER is a "foreign person" as defined
by the Internal Revenue Code. The parties agree to comply with the
Provisions of FIRPTA and to provide, at or prior to closing,
appropriate documentation to establish any applicable exemption from
the withholding requirement. If withholding is required and BUYER does
not have cash sufficient at closing to meet the withholding
requirement, SELLER shall provide the necessary funds and BUYER shall
provide proof to SELLER that such funds were properly remitted to the
I.R.S.
6. ESCROW: BUYER and SELLER authorize Xxxxxx, Xxxxxx & Long PA Atty's Escrow
Fund Telephone: (000) 000-0000 Facsimile: 785-2708 Address: 00000 X.X. Xxx 00 X.
Xxxx Xxxxxx, Xx 00000 to act as "Escrow Agent" to receive funds and other items
and, subject to clearance, disburse them in accordance with the terms of this
Contract. Escrow Agent will deposit all funds received in a non-interest bearing
escrow account. an interest bearing escrow account with interest accruing to
_________________________________________________________________. If Escrow
Agent receives conflicting demands or has good faith doubt as to Escrow Agent's
duties or liabilities under this Contract, he/she may (a) hold the subject
matter of the escrow until the parties mutually agree to its disbursement or
until issuance of a court order or decision of arbitrator determining the
parties' rights regarding the escrow or (b) deposit the subject matter of the
escrow with the clerk of the circuit court having jurisdiction over the dispute.
Upon notifying the parties of such action, Escrow Agent shall be released from
all liability except for the duty to account for items previously delivered out
of escrow. If a licensed real estate broker, Escrow Agent shall comply with
applicable provisions of Chapter 475, Florida Statutes. In any suit or
arbitration in which Escrow Agent is made a party because of acting as agent
hereunder or interpleads the subject matter of the escrow, Escrow Agent shall
recover reasonably attorney's fees and costs, which such fees and costs to be
paid from the escrowed funds or equivalent and charged and awarded as court or
other costs in favor of the prevailing party. The parties agree that Escrow
Agent shall not be liable to any person for misdelivery to BUYER and SELLER of
escrowed items, unless the misdelivery is due to Escrow Agent's willful breach
of this Contract or gross negligence.
7. PROPERLY CONDITION: SELLER shall deliver the Property to BUYER at the time
agreed in its present "as is" condition, ordinary wear and tear excepted, and
shall maintain the landscaping and grounds in a comparable condition. SELLER
makes no warranties other than marketability of title. By accepting the Property
"as is", BUYER waives all claims against SELLER for any defects in the property.
(a) As Is: BUYER has inspected the Property or waives any right to inspect
and accepts the Property. (b) As Is With Right of Inspection: BUYER may, at
BUYER'S expense and within _____ days from Effective date ("Inspection
Period") , conduct inspections, tests and investigations of the Property as
BUYER deems necessary to determine suitability for BUYER'S intended use.
SELLER shall grant reasonable access to the Property to BUYER, its agents,
contractors and assigns for the purpose of conducting the inspections,
however, that all such persons enter the Property and conduct the
inspections at their own risk. BUYER shall indemnify and hold SELLER
harmless from losses, damages, costs, claims and expenses of nay nature,
including attorney's fees, and from liability to any person, arising from
the conduct of inspections or work authorized by BUYER. BUYER shall not
engage in any activity that could result in a mechanics lien begin filed
against the Property without SELLER'S prior written consent. BUYER may
terminate this Contract by written notice to SELLER prior to expiration of
the Inspection Period if the inspections reveal conditions which are
reasonably unsatisfactory to BUYER, unless SELLER elects to repair such
conditions to BUYER'S satisfaction. If this transaction does not close,
BUYER shall, at BUYER'S expense, repair all damages to the Property
resulting from the inspections and return the Property to its present
condition. Walk-through Inspection: BUYER may, on the day prior to closing
or any other time mutually agreeable to the parties, conduct a final
"walk-through" inspection of the Property to determine compliance with this
paragraph and to ensure that all Property is on the premises. No new issues
may be raised as a result of the walk-through. Radon Gas: Radon is a
naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons who
are exposed to it over time. Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from you county public
health unit.
8. Deleted.
9. RETURN OF DEPOSIT: In the event any condition of this Contract is not met and
BUYER has acted in good faith and with the required degree of diligence, BUYER'S
deposit shall be returned and this Contract shall terminate.
10. DEFAULT: (a) In the event the sale is not closed due to any default or
failure on the part of SELLER other than failure to make the title marketable
after diligent effort, BUYER may either (1) receive a refund of BUYER'S deposit
(s) or (2) seek specific performance. If BUYER elects a deposit refund, SELLER
shall be liable to Broker for the full amount of the brokerage fee. (b) In the
event the sale is not closed due to any default or failure on the part of BUYER,
SELLER may either (1) retain all deposit(s) paid or agreed to be paid by BUYER
as agreed upon liquidated damages, consideration for the execution of this
Contract, and in full settlement of any claims, upon which this Contract shall
terminate or (2) seek specific performance. If SELLER elects to retain the
deposit, BUYER shall be liable to Broker for the full amount of the brokerage
fee.
11. ATTORNEY'S FEES AND COSTS: In any claim or controversy arising out of or
relating to this Contract, the prevailing party, which for purposes of this
provision shall include BUYER, SELLER, and Broker, shall be awarded reasonable
attorney's fees, costs and expenses.
12. BROKERS: Neither BUYER nor SELLER has utilized the services of , or for any
other reason owes compensation to, a licensed real estate Broker other than:
(a)Listing Broker: Boardwalk Enterprises Real Estate Co., Inc. (5%), who is
an agent of SELLER both parties X neither party and who will be compensated
by SELLER X BUYER both parties pursuant to X a listing agreement other
(specify)
(b)Cooperating Broker: none who is an agent of BUYER SELLER both parties
neither party and who will be compensated by BUYER SELLER both parties
pursuant to an MLS or other offer of compensation to a cooperating broker
other (specify) ___________________________________________ (collectively
referred to as "Broker") in connection with any act relating to the
Property, including but not limited to inquiries, introductions,
consultations and negotiations resulting in this transaction. SELLER and
BUYER agree to indemnify and hold Broker harmless from and against losses,
damages, costs and expenses of any kind, including reasonable attorney's
fees, and from liability to any person, arising from (1) compensation
claimed which is inconsistent with the representation in this Paragraph,
(2) enforcement action to collect a brokerage fee pursuant to Paragraph 10,
(3) any duty accepted by Broker at the request of BUYER or SELLER, which
duty is beyond the scope of services regulated by Chapter 475, F.S., as
amended, or (4) recommendations of or services provided and expenses
incurred by any third party whom Broker refers, recommends or retains for
or on behalf of BUYER or SELLER.
13. ASSIGNABILITY; PERSONS BOUND: This Contract X is not assignable. The terms
"BUYER," "SELLER," and "Broker" may be singular or plural. This Contract is
binding upon BUYER, SELLER, and their heirs, personal representatives,
successors, and assigns (if assignment is permitted).
14. OPTIONAL CLAUSES: (Initial if any of the following clauses are applicable
and are attached as an addendum to this Contract):
___ Arbitration ___ SELLER Warranty ___Coastal Construction Control Line
___ Section 1031 Exchange ___ SELLER Financing ___ Flood Area Hazard Zone
___ Properly Inspection and Repair ___ Existing Mortgage ___ Properly Located
___ SELLER Representations ___Feasibility Study in Uninc. Metro.
X Other Exhibit A. & Addendum Dade County
15. MISCELLANEOUS: The terms of this Contract constitute the entire agreement
between BUYER and SELLER. Modifications to this Contract shall not be valid or
binding unless in writing and executed by the party to be bound. This Contract
may be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument. A facsimile
copy of this Contract and any initials or signature thereon shall be deemed as
original. This Contract shall be construed under Florida law and shall not be
recorded in any public records. Delivery of any written notice to any party's
agent shall be deemed delivery to that party.
THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK
THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. A REAL ESTATE BROKER IS QUALIFIED TO
ADVISE ON REAL TRANSACTIONS. BUYER AND SELLER ARE ADVISED TO CONSULT AN
APPROPRIATE PROFESSIONAL FOR LEGAL, TAX, ENVIRONMENTAL AND OTHER SPECIALIZED
ADVICE.
DEPOSIT RECEIPT: Deposit of $15,000 by X ____________ check other
________________ received on August 26, 1997 by
________/s/__________________
Signature of Escrow Agent
OFFER: BUYER offers to purchase the Property on the above terms and conditions.
Unless acceptance is signed by SELLER and a signed copy delivered to BUYER or
BUYER'S agent no later than ________ a.m. p.m. on _____________, 19____,
BUYER may revoke this offer and receive a refund of all deposits.
Date: 9/7/97 BUYER: __________Steele Holdings, Inc.___Tax ID No: ___________
Title: By: Xxxxxx Xxxxxx, President Telephone:________Facsimile:________
Address: ____________17521 Xxxxxxx Road, Odessa, Fl 33556_______________
Date: __________ BUYER: ___________/s/______ Tax ID No: __________________
Title: __________________Telephone: ____________ Facsimile:____________
Address: _______________________________________________________________
ACCEPTANCE: SELLER accepts BUYER'S offer and agrees to sell the Property on the
above terms and conditions
( subject to the attached counter offer).
Date: 8/7/97 SELLER: Champion Hills, Inc. Tax ID No: ______________________
Title: By: Xxxxxxxx X. Xxxxxx, President Telephone: (000) 000-0000
Facsimile: ___
Address 00000 XX 00 X. Xxxx Xxxxxx, Xx 00000
Date: __________ SELLER: _____________ Tax ID No: ______________________
Title: ________ Telephone: ___________ Facsimile: _________________
Address ______________________________________________________________
ADDENDUM TO CONTRACT FOR SALE AND PURCHASE
1. The subject Property currently requires approval by governmental
regulatory agencies for site construction. This contract is contingent
on receiving site plan approval from the Pinellas County Planning
Department agency. Buyer and Seller shall cooperate in obtaining the
site plan approval and shall have a period of one-hundred and fifty
(150) days from effective date in which to obtain said plan approval.
Should said governmental agencies fail to approve site plans within the
150 day period, then either Buyer or Seller may terminate this
contract, whereby Buyer and Seller shall be relieved of any further
obligation to the other.
2. Closing shall take place within five (5) days of receipt of approval by
the Pinellas County Planning Department for the proposed development.
3. Buyer and its agents shall have the right during the term of this
contract for sale and purchase to enter upon the real property, or any
part thereof, for the purpose of causing soils tests, surveys, and
studies for engineering and related activities incident to the
development of the real property. Provided however, Buyer shall
immediately restore any damage to such property caused by such tests or
otherwise by reason of such entry at Buyers' sole expense.
4. Buyer and Seller hereby acknowledge that the subject property is a
portion of an approximate two acre parcel that will be masterplanned as
one development. Buyer and Seller agree to split the following costs on
a fifty-fifty basis, having said costs determined by the project
engineer based upon the review of the site construction contract;
o Construction of the entry feature from the property to U.S. Hwy.
19, including all improvements to the acceleration and deceleration
lanes,
o Construction of the stormwater retention areas.
5. Escrow Deposit as described in Paragraph 2(a) of the contract, in the
amount of $15,000.00 dollars, shall be used towards site plan
engineering costs and disbursed by escrow agent directly to the project
engineering firm on a cost incurred basis. Said escrow deposit shall be
applied towards the contract purchase price. Seller warrants that the
civil engineering contract cost shall not exceed $15,000.00 dollars. In
the event that is does, Seller will pay 100% of the excess $15,000.00
dollars less 50% of the civil engineering costs directly applicable to
the retention pond and the curb cut. Regulatory agencies permitting
fees shall be paid directly by the Buyer.
6. Buyer hereby acknowledges that the Listing Broker has disclosed an
ownership interest in the subject property.
7. It is the intent of this agreement to provide Buyer twenty (20) days
from the effective date during which to confirm zoning, utilities, site
preparation costs, conceptual site plan layout, permitting fees,
financing and other information related to the application of the
subject property to their intended use.
8. Seller hereby agrees to grant Buyer and appropriate extension of time
for site plan approvals if such approvals are delayed by an Act of God.
HEREBY AGREED TO THIS 7 DAY OF August, 1998.
by: /s/ Champion Hills, Inc. by: /s/ Xxxxxx Holdings, Inc.
Buyer
By: Xxxxxxxx X. Xxxxxx, President By: Xxxxxx Xxxxxx, President
Witnessed By: _______/s/____________
Exhibit A
Xxxxxxx 0, Xxxxxxxx 00, Xxxxx Xxxxx 00 Xxxx
Xxxxxxxx Xxxxxx Florida
Sketch of 2.0 Acre M.O.L. Commercial Site
Note: THIS IS A SKETCH NOT A SURVEY.
LMA
Xxxxxx, Moree & Associates
Civil & Environmental Engineers
Planners - Surveyors
00000 X.X. 00 Xxxxx, Xxxx Xxxxxx, Xxxxxxx 00000
Phone (000) 000-0000, Fax (000) 000-0000
