PURCHASE AND SALE CONTRACT
1. PURCHASE AND SALE: XXX XXXXX AND/OR ASSIGNS ("Buyer") agrees to buy and
XXXXXXXXX.XXX, INC. ("Seller") agrees to sell the property described as: Street
Address: 00000 X.X. Xxx. 00 X, Xxxx Xxxxxx, XX 00000 (Swifty Carwash &
Quik-Lube) Legal Description: see attached Schedule A
And the following Personal Property: all property, equipment, tools, inventory
located on the property; all lists must be provided and agreed to, (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 will be computed without including Saturday,
Sunday or national legal holidays and any time period ending on a Saturday,
Sunday, or national legal holiday will be extended until 5:00 p.m. of the next
business day.
2. PURCHASE PRICE: $1,000,000.00
(a) Deposit held in escrow by upon acceptance $ 25,000.00
(b) Additional deposit to be made within
__-___ days from Effective Date
(c) Total mortgages (as referenced in Paragraph 3) $ 350,000.00
(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. $625,000.00
3. THIRD PARTY FINANCING: Within 5 days from Effective Date ("Application
Period"), Buyer will, at Buyer's expense, apply for third party financing in the
amount of $350, 000.00 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 _-_% per year or variable interest rate not to exceed _-_% at
- - - origination with a lifetime cap not to exceed _-_ % from initial rate,
with additional terms as follows: __-_ to be determined.
Buyer will pay for the mortgagee title insurance policy and for all loan
expenses. Buyer will timely provide any and all credit, employment, financial
and other information reasonably required by any lender. Buyer will notify
Seller immediately upon obtaining financing or being rejected by a lender. If
Buyer, after diligent effort, fails to obtain a written commitment within 10
days from Effective Date ("Financing Period"), Buyer may cancel the Contract by
giving prompt notice to Seller and Buyer's deposit(s) will be returned to Buyer
in accordance with Paragraph 9.
4. TITLE: Seller has the legal capacity to and will convey marketable title to
the Property by statutory warranty deed -X- other warranty deed, 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 car wash and 10-minute oil
change.
(a) Evidence of Title: Seller will, at (check one) -X- Seller's Buyer's expense
and within 7 days from Effective Date -X- prior to Closing Date from date Buyer
meets or waives financing contingency in Paragraph 3, deliver to Buyer (check
one)-X- a title insurance commitment by a Florida licensed title insurer and,
upon Buyer recording the deed, an owner's policy in the amount of the purchase
price for fee simple title subject only to exceptions stated above.
an abstract of title, prepared or brought current by an existing abstract firm
or certified as correct by an existing firm. However, if such an abstract is not
available to Seller, then a prior owner's title policy acceptable to the
proposed insurer as a base for reissuance of coverage. The prior policy will
include copies of all policy exceptions and an update in a format acceptable to
Buyer from the policy effective date and certified to Buyer or Buyer's closing
agent together with copies of all documents recited in the prior policy and in
the update.
(b) Title Examination: Buyer will, within 15 days from receipt of the evidence
of title deliver written notice to Seller of title defects. Title will be deemed
acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or
(2) Buyer delivers proper written notice and Seller cures the defects within 3
days from receipt of the notice ("Curative Period"). If the defects are cured
within the Curative Period, closing will 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 will 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. The party who
pays for the evidence of title will also pay related title service fees
including title and abstract charges and title examination.
(c) Survey: (check applicable provisions below)
-X- Seller will, within 5 days from Effective Date, deliver to Buyer copies
of prior surveys, plans, specifications, and engineering documents, if any, and
the following documents relevant to this transaction: ____________-_______,
prepared for Seller or in Seller's possession, which show all currently existing
structures.
-X- Buyer will, at Seller's -X- 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
will accept the Property with existing encroachments -X- such encroachments will
constitute at title defect to be cured within the Curative Period.
(d) Ingress and Egress: Seller warrants that the Property presently has ingress
and egress.
(e) Possession: Seller will deliver possession and keys for all locks and alarms
to Buyer at closing.
5. CLOSING DATE AND PROCEDURE: This transaction will be closed in Pinellas
County, Florida on or before the - 19 or within 10 days from Effective Date
("Closing Date"), unless otherwise extended herein. Seller Buyer will designate
the closing agent. Buyer and Seller will, within 5 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 will control over any contrary
provisions in this Contract.
(a) Costs: Buyer will pay taxes and recording fees on notes, mortgages and
financing statements and recording fees for the deed. Seller will 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 encumbrance.
(b) Documents: Seller will 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 will certify that information regarding
the tenant's lease is correct. If Seller is a corporation, Seller will 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 will transfer security deposits to Buyer. Buyer will provide
the closing statement, mortgages and notes, security agreements and financing
statements.
(c) Taxes, Assessments, and Prorations: the following items will be made current
and prorated - as of Closing Date -X- as of closing date,: real estate taxes,
bond and assessment payments assumed by Buyer, interest, rents, association
dues, insurance premiums acceptable to Buyer, operational expenses and
________-________. If the amount of taxes and assessments for the current year
cannot be ascertained, rates for the previous year will 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 will 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 will 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 will provide
the necessary funds and Buyer will provide proof to Seller that such funds were
properly remitted to the I.R.S.
6. ESCROW: Buyer and Seller authorize Xxxx Xxxxxx, Esq. Telephone: 000-000-0000
Address: 000 X. Xxxxxxx Xxx. Xxxxxxxxxx, 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 -N/A- with interest disbursed (check one) at
closing at ____-__ Intervals. If Escrow Agent receives conflicting demands or
has a 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 will 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 will 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 will recover reasonable attorneys' fees and costs at all
levels, with 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 will not be liable to any
person for misdelivery to Buyer or Seller of escrowed items, unless the
misdelivery is due to Escrow Agent's willful breach of this Contract or gross
negligence.
7. PROPERTY; CONDITON: Seller will deliver the Property to Buyer at the time
agreed in its present "as is" condition, ordinary wear and tear excepted and
will 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,
(Check (a) or (b))
(a) As Is: Buyer has inspected the Property or waives any right to Inspect and
accepts the Property in its "as is" condition. -X- (b) Due Diligence Period:
Buyer will, at Buyer's expense and within five (5) days from Effective Date
("Due Diligence Period"), determine whether the Property is suitable, in Buyer's
sole and absolute discretion, for Buyer's intended use and development of the
Property as specified in Paragraph 4. During the Due Diligence Period, Buyer may
conduct any tests, analyses, surveys and investigations ("inspections") which
Buyer deems necessary to determine to Buyers satisfaction the properties
engineering, architectural, environmental properties: zoning and zoning
restrictions: flood zone designation and restrictions: subdivision regulations,
soil and grade; availability of access to public roads, water, and other
utilities; consistency with local, state and regional growth management and
comprehensive land use plans; availability of permits, government approvals and
licenses; compliance with American with Disabilities Act; absence of asbestos,
soil and ground water contamination; and other inspections that Buyer deems
appropriate to determine the suitability of the Property for Buyer's intended
use and development. Buyer shall deliver written notice to Seller prior to the
expiration of the Due Diligence Period of Buyer's determination of whether or
not the Property is acceptable. Buyer's failure to comply with this notice
requirement shall constitute acceptance of the Property in its present `as is"
condition. Seller grants to Buyer, its agents, contractors and assigns, the
right to enter the Property at any time during the Due Diligence Period for the
purpose of conducting inspections; provided, however, that Buyer, its agents,
contractors and assigns enter the Property and conduct inspections at their own
risk. Buyer shall indemnify and hold Seller harmless from losses, damages,
costs, claims and expenses of any nature, including attorneys' fees at all
levels, and from liability to any person, arising from the conduct of any and
all inspections or any work authorized by Buyer. Buyer will not engage in any
activity that could result in a mechanic's lien being filed against the Property
without Seller's prior written consent. In the event this transaction does not
close, (1) Buyer shall repair all damages to the Property resulting from the
Inspections and return the Property to the condition it was in prior to conduct
of the Inspections, and Buyer shall, at Buyers expense, release to Seller all
reports and other work generated as a result of the Inspections. Should Buyer
deliver timely notice that the Property is not acceptable, Seller agrees that
Buyer's deposit shall be immediately returned to Buyer and the Contract
terminated, without further obligation of either party.
(c) 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.
(d) Disclosures:
(1) 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 your county public health
unit.
(2) Energy Efficiency: Buyer may have determined the energy efficiency rating of
the building, if any is located on the Real Property.
8. OPERATION OF PROPERTY DURING CONTRACT PERIOD; Seller will continue to operate
the Property and any business conducted on the Property in the manner operated
prior to Contract and will take no action that would adversely impact the
Property, tenants, lenders or business, if any. Any changes, such as renting
vacant space, that materially affect the Property of Buyer's intended use of the
Property will be permitted only with Buyers consent without Buyer's consent.
9. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event
any condition of this Contract is not met and Buyer has timely given any
required notice regarding the condition having not been met, Buyer's deposit
will be returned in accordance with applicable Florida laws and regulations.
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 will 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
will terminate or (2) seek specific performance. If the Seller retains the
deposit, Seller will pay the Listing and Cooperating Brokers named in Paragraph
12 fifty percent of all forfeited deposits retained by Seller (to be split
equally among the Brokers) up to 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 will include Buyer, Seller and Broker, will 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. Xxxxxx Business & Financial Services, Inc. who is an agent of
________-_________ a transaction broker a - nonrepresentative and who will be
compensated by -X- Seller Buyer both parties pursuant to -X- a listing agreement
other (specify) 50% of paid commission (total commission 7%)
(b) Cooperation Broker: Hospitality Realty International, Inc. who is an agent
of __________ -X-a transaction broker a nonrepresentative and who will be
compensated by Buyer -X- Seller both parties pursuant to an MLS or other offer
of compensation to a cooperating broker other (specify) 50% of paid commission
(total commission 7%) (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 attorneys'
fees at all levels, 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 to 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 may be assigned to a related
entity, and otherwise is not assignable is 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: (Check if any of the following clauses are applicable and
are attached as an addendum to this Contract).
[ ] Arbitration [ x] Seller Warranty
[x] Section 1031 Exchange [ ] Coastal Construction Control Line
[ ] Property Inspection & Repair [ ] Existing Mortgage
[ ] Flood Area Hazard Zone [ ] Seller Financing
[x] Seller Representations
[ ] Existing Mortgage
[x] Other: Addendum No. 1 attached
15. MISCELLANEOUS: The terms of this Contract constitute the entire agreement
between Buyer and Seller. Modifications of this Contract will not be binding
unless in writing, signed and delivered by the party to be bound. Signatures,
initials, documents referenced in this Contract, counterparts and written
modifications communicated electronically or on paper will be acceptable for all
purposes, including delivery, and will be binding. Handwritten or typewritten
terms inserted in or attached to this Contract prevail over preprinted terms. If
any provision of this Contract is or becomes invalid or unenforceable, all
remaining provisions will continue to be fully effective. This Contract will be
construed under Florida law and will not be recorded in any public records.
Delivery of any written notice to any party's agent will 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. broker advises buyer and seller to
verify all facts and representations that are important to them and to consult
an appropriate professional for legal advice (for example, interpreting
contracts, determining the effect of laws on the property and transaction,
status of title, foreign investor reporting requirements, etc.) and for tax,
property; condition, environmental and other specialized advice. buyer
acknowledges that broker does not occupy the property and that all
representations (oral, written or otherwise) by broker are based on seller
representations or public records unless broker indicates personal verification
of the representation. buyer agrees to rely solely on seller, professional
inspectors and governmental agencies for verification of the property condition,
square footage and facts that materially affect property value.
Deposit Receipt: Deposit $____________by [ ] _____________check
[ ] other_______________ received on ______________, 200_____
by_____________________________________
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 5:00PM [ ]a.m. [ ]p.m. on April 8, 2000.
Buyer may revoke this offer and receive a refund of all deposits.
Date:.____________ Buyer:__________________ Tax ID NO:__________________
Title:__________________ Telephone:_________________
Facsimile:_______________
Address:___________________________________________
Date:_____________ Buyer: _______________ 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: 4-6-00 Seller: XxxxxxXxx.xxx, Inc.:
/s/ Xxxxxx Xxxxxx
-------------------------------
Xxxxxx Xxxxxx, As President
Tax ID NO: 00-0000000 Title: President
Telephone: 000-000-0000 Facsimile: 000-000-0000
Address: 00000 Xxxxxxx Xx., Xxxxxx XX 00000
Addendum No 1
(1) The Commercial Contract between XxxxxxXxx.xxx, Inc.. ("Seller") and XXX
XXXXX AND/OR ASSIGNS, ("Buyer") concerning the sale and purchase of the Property
described as: Swifty Carwash & Quick-Lube, 00000 X.X. Xxx 00, Xxxxx, Xxxx
Xxxxxx, XX 00000
The clauses below shall be incorporated into the Contract referenced above only
if initiated by all parties.
Section 1031 Exchange -X- Buyer Seller request a Section 1031 tax deferred
exchange in connection with this transaction. The parties agree to cooperate in
effecting the exchange in accordance with Section 1031 of the Internal Revenue
Code, including execution of any documents that may be reasonably necessary to
effect the exchange provided that (1) the party requesting the exchange shall
bear all additional costs incurred in connection with the exchange (2) the non
requesting party shall not be obligated to delay the closing or to execute any
note, contract, or other document providing for any personal liability which
would survive the exchange.
_______/______/: _____/_____ SELLER REPRESENTATIONS: Seller shall, within 10
days from Effective Date and at Seller's expenses, deliver to Buyer current
copies of the rent roll, leases, notes and mortgages existing like reports or
policies surveys, permits and certificates of occupancy, certified incoming and
expense statements for the period, January 1, 1999 through December 31, 1999 as
Evidence that the Property generated income of $_--________ against expenses of
$____--____ and agreements with third parties that will remain in effect after
closing. Buyer may terminate this Contract by written notice to Seller within 3
days after receipt of the above documents if the statements differ materially
from Seller's representations. If Buyer fails to provide timely written notice,
Buyer shall be deemed to waive this contingency.
________/_______ : ______/_______ SELLER WARRANTY: Seller warrants-that Seller
has no knowledge of (1) notice of city, county, state, federal, building zoning,
health codes, regulations or ordinances filed (1) issued against the Property,
(2) current pending lawsuits, investigation(s) inquiry (es) ,action(s), or other
proceedings(s) or the right to use and occupy the Property. (3) unsatisfied
construction liens, (4) incompatibility of property with land use plans, (5)
tenants in bankruptcy, or (6) special assessment, condemnation, eminent domain,
change in grade of public streets affecting the Property or similar proceedings
affecting the Property. If Seller is notified of any of the above matters prior
to closing, Seller shall notify Buyer in writing within 30 days. If Buyer
requires the matter to be corrected prior to closing, Buyer shall notify Seller
in writing within 10 days from receipt of Seller's notice. Buyer's failure to
provide timely notice shall be deemed acceptable of the Property with the matter
as it then exists. If Seller is unable or unwilling to correct the matter prior
to closing, Buyer may terminate this Contract. Seller warrants that, as of
Effective Date, execution of this Contract and delivery of title is not a
violation or breach of any agreement or judgment to which Seller is a party.
_____/______:______/________OTHER TERMS AND CONDITIONS;
1. This offer is contingent on Buyer's attorney having three days from effective
date to review contract.
2. Seller shall within three (3) business days of effective date take such
action as is reasonably necessary to secure director approval of the sale.
EXHIBIT "A"
Legal Description for Xxx 0, Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxx:
Commence at the Northwest corner of the Northeast 1/4 of Section 0, Xxxxxxxx 00
Xxxxx, Xxxxx 00 Xxxx, Xxxxxxxx Xxxxxx, Xxxxxxx, run along the East-West Section
line S 88(degree)50'33" E, a distance of 101.01 feet to the East right-of-way
line of U.S. Highway 19 (S.R. 55); thence South along the said East right-of-way
line of U.S. Xxxxxxx 00, X 00(xxxxxx)00'00" X, a distance of 66.58 feet to a
point of beginning, thence leaving said Easterly right-of-way line of U.S.
Highway 19, N 89(degree)13'19"E, a distance of 304.06 feet, thence run S
24(degree)47'57" E, a distance of 109.42 feet, thence run S 89(degree)13'19" W,
a distance of 125.75 feet, thence run S 65(degree)35'29" W, a distance of 62.46
feet, thence run S 89(degree)13'19" W, a distance of 168.32 feet to the Easterly
right-of-way line of said X.X. Xxxxxxx 00, thence run N along the said Easterly
right of way line of U.S. Hwy 19 N 00(degree)27'10" E, a distance of 125.02 feet
to the point of beginning.
