EXHIBIT 10.9
ADDENDUM TO CONTRACT FOR SALE AND PURCHASE
In reference to Contract dated __________________ between XXXXXX HIDE COMPANY,
INC, a Florida corporation, ("Seller") and XXXXXXX XXX and/or Assigns,
("Buyer"), it is further AGREED as FOLLOWS:
1. All land to be acquired for the widening of County Roads, 468, 501,
502, 507, or for any interchange to be constructed for the Florida
Turnpike is specifically excluded from this Contract and Seller shall
have the sole right and authority to sell or donate said land to the
appropriate government entity should that become necessary during the
contract period. In that event, all monies from any sale or any
condemnation proceeds shall be the sole property of Seller and the
legal description and purchase price shall be revised to reflect the
deletion of the land sold, condemned, or donated for such projects. If
said rights-of-way have not been either donated, condemned, or
purchased or agreements for same have not been entered into by Seller
by the date this contract is consummated, all such lands shall be
conveyed to and shall become the property of the Buyer pursuant to the
terms of this contract. Notwithstanding the foregoing, in the event
Seller is approached by any condemning authority about acquisition of
any right of way, Buyer shall be notified and kept informed of all
proceedings in connection therewith and shall be allowed to participate
in any negotiations therefore. All decisions regarding the acquisition
shall be made by Seller in its sole discretion until the time Buyer
shall become the owner of the property. At that time, Buyer shall have
all rights to any monies not yet paid and to make all decisions in
connection therewith.
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2. The deposit received under paragraph II(a) shall be placed in a
non-interest bearing account and shall be applied toward the purchase
price. Seller has granted Buyer a "feasibility period" of 60 days from
the Effective Date of the contract in which to conduct all due
diligence Buyer may wish to perform. If, at the end of the 60-day
feasibility period, Buyer elects not to continue with the contract,
$10,000.00 of the deposit money shall be refunded to Buyer. After the
60-day feasibility period, should Buyer cancel this contract for any
reason, including all contingencies but other than the default of
Seller, all costs incurred by Seller in connection with the negotiation
of this contract or fulfillment of Seller's obligations hereunder shall
be deducted from the deposit monies and any remaining balance shall be
refunded to Buyer.
3. This contract contains a feasibility period of 60 days from the
effective date. The study to be conducted during the feasibility period
is outlined in paragraph 10, but is hereby acknowledged by both Buyer
and Seller that this Contract is NOT contingent upon the Buyer
receiving any zoning approval, permits, development of regional impact
approval, comprehensive plan amendment approval, Southwest Florida
Water Management approval, Department of Environmental approval or any
other approvals from any other entities.
4. The closing date for this Contract shall be on or before APRIL 30,
2002. That closing date shall NOT be affected by the feasibility period
or any other contingencies to this Contract. If any contingencies are
not met by APRIL 30, 2002, Buyer shall still be obligated to close the
transaction. In the event Buyer does not close this transaction at that
time, this Contract shall become null and void and the deposit shall be
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disbursed pursuant to paragraph 2 of this Addendum. Any further
extension of this contract may only be arranged by mutual agreement of
both parties.
5. Seller is contemplating the sale of this property as an Internal
Revenue Code Section 1031 Exchange with Seller locating "replacement
property" under such code. Buyer agrees to cooperate with Seller to
effectuate the acquisition of replacement property, with all additional
costs attributable to the tax deferred exchange to be the
responsibility of the Seller. Buyer understands that the Internal
Revenue Service imposes strict time limitations on tax deferred
exchanges and therefore agrees that time shall be of the essence of
this agreement and any contract entered into subsequently by the
parties. Buyer further understands that to carry out the intent of the
Seller regarding a tax deferred exchange, certain rights and
obligations of the Seller may be assigned to a Qualified Intermediary
and Buyer agrees to cooperate in such assignment at no expense to
Buyer.
6. The purchase price of $15,000,000.00 is based upon a price of $6,500.00
per acre with approximately 2300 acres being sold. Buyer may obtain a
survey certifying the exact acreage, but the purchase price shall NOT
be adjusted either up or down to reflect any per acre price, unless
agreed to by both Buyer and Seller. In the event Buyer and Seller
cannot agree, the purchase price shall be $15,000,000.00 for whatever
amount of acreage is conveyed. Seller is to net from this closing the
full purchase price of Fifteen Million ($15,000,000.00) Dollars. Buyer
shall pay all commissions, closing costs, attorneys fees for both Buyer
and Seller and all other costs associated with this transaction so that
Seller nets Fifteen Million ($15,000,000.00) Dollars. Paragraph 1
"PRORATIONS: CREDITS" of this contract is hereby deleted in full.
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7. This contract is subject to that certain Option Agreement entered into
between Seller and Xxxxxx Xxxxxxx Company for approximately 250 acres
of the subject property. The Option has two renewal periods remaining,
one on February 15, 2002, and the last on June 15, 2002. Should the
Option be extended on February 15, 2002, and this contract close on
April 30, 2002, Seller shall assign his rights under that option to
Buyer and Buyer shall be entitled to any remaining unpaid monies due
thereunder. There shall be no proration of any monies received by
Seller prior to closing. Buyer understands and acknowledges that should
the Option Agreement be extended in February, and Buyer accept
assignment of Seller's obligations thereunder in April, Buyer shall be
governed by the terms of that Option Agreement and Seller makes no
warranties or guarantees hereunder with respect to the property
currently under option.
8. Buyer acknowledges there are billboard leases on the property. Until
consummation of this contract, Seller shall have the sole and exclusive
right to negotiate any and all renewals of any of the leases and
receive all payments therefore. Upon consummation of this contract, any
unexpired leases shall be assigned to Buyer, but there shall be no
proration of any prepaid rents received by Seller prior to closing.
9. After closing, Seller shall have the sole and exclusive right to lease
the property for agricultural purposes until the time it is developed.
Seller shall be allowed to lease back from Buyer either all or a
portion of the property for use for cattle or other agricultural uses
for a period of three years with the right to renew on a year to year
basis if the property is not being developed by Buyer. In that event,
Seller shall pay to Buyer the sum of $7.00 per acre per year for each
acre leased and the leases shall run annually. Upon termination of the
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lease, all equipment owned by Seller shall be removed from the
property. It is understood and agreed that this provision shall survive
closing.
10. Buyer will, at Buyer's expense and within 60 days from the Effective
Date of this contract, determine whether the property is suitable, in
Buyer's sole discretion, for Buyer's intended use. During this
"feasibility period," Buyer may conduct a Phase I environmental
assessment and any other tests, analyses, surveys and investigations
Buyer deems necessary to determine to Buyer's satisfaction the
property's engineering, architectural and environmental properties;
zoning and zoning restrictions; subdivision statutes: soil and grade:
availability of access to public roads, water and other utilities;
consistency with local, state, and regional growth management plans;
availability of permits, government approvals, and licenses; and other
inspections that Buyer deems appropriate to determine the property's
suitability for the Buyer's intended use. If the property must be
rezoned, it shall be Buyer's sole responsibility to obtain such
rezoning for the appropriate governmental agencies. Seller will sign
all documents Buyer is required to file in connection with development
or rezoning approvals. Seller hereby grants Buyer, his agents and
employees, the right to enter the property during the feasibility
period for the purpose of conducting inspections; provided, however,
that Buyer, its agents, contractors, employees and assigns enter the
property and conduct inspections at their own risk. Buyer shall
indemnify and hold Seller harmless from all losses, damages, costs,
claims and expenses of any nature, including attorney's fees, expenses
and liability incurred in application for rezoning or related
proceedings, and from liability to any person, arising from the conduct
of any and all inspections or any work done on the property in the name
of Buyer. Buyer shall not engage in any activity that could result in a
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lien being filed against the property without Seller's prior written
consent. If this transaction does not close, Buyer shall, at Buyer's
expense (1) repair all damage to the property resulting from the
inspections and return the property to the condition it was in prior to
conduct of the inspections, and (2) release to Seller all reports and
other work generated as a result of the inspections.
11. Buyer shall deliver written notice to Seller three (3) days prior to
the expiration of the feasibility period of Buyer's determination of
whether or not the property is acceptable. Buyer's failure to comply
with this notice requirement will constitute acceptance of the property
as suitable for Buyer's intended use in its "as is" condition. If the
property is unacceptable to Buyer and written notice of this fact is
timely delivered to Seller, this contract will be deemed terminated as
of the day after the feasibility period ends and Buyer's deposit, less
$10,000.00 to be paid to Seller, shall be returned after Escrow Agent
receives proper authorization from all interested parties.
12. Buyer hereby agrees he will not interfere with or damage any current
crops, including hay or other row crops currently planted on the
property, and further agrees not to interfere with any cattle
operations located on the property. Buyer will keep all gates closed at
all times in order to avoid any cattle or other livestock being
released from the property.
13. Buyer and Seller acknowledge that the only broker or REALTOR due a
commission upon the closing of this contract is Oxford Land Company.
Buyer hereby acknowledges it shall be solely responsible for the
payment of the commission due Oxford Land Company in the amount of
three (3%) percent of the purchase price, and shall indemnify and hold
Buyer harmless for same.
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This addendum, upon its execution by both parties, is herewith made an integral
part of the aforementioned Contract.
Xxxxxx Hide Company, Inc.
/s/ XXXXXXX XXX By:/s/ XXXXXX X. XXXXXX
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XXXXXXX XXX, BUYER XXXXXX X. XXXXXX, Seller
(Date) FEB. 12, 2002 (Date) 2-7-02
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Social Security # ###-##-#### Tax I.D. # 00-0000000
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