EXHIBIT 10.8
CONTRACT OF PURCHASE AND SALE
THIS CONTRACT OF PURCHASE AND SALE (this "Contract") is made and entered
into as of the "Effective Date" (as hereinafter defined) by and between ECHELON
INTERNATIONAL CORPORATION, a Florida corporation, its successors,
successors-in-title and assigns (hereinafter referred to as "Seller"), and
REGENERATION TECHNOLOGIES, INC., a Florida corporation, its successors and
assigns (hereinafter referred to as "Buyer").
WITNESSETH:
That for and in consideration of the mutual promises and covenants herein
contained and the mutual advantages accruing to Seller and Buyer, it is
covenanted and agreed by Seller and Buyer as follows:
1. Property. Seller hereby agrees to sell to Buyer, and Buyer hereby
agrees to purchase from Seller, for the price and upon the terms and conditions
hereinafter set forth, that certain real property located within the Replat of
Progress Center, Plat Book P, Page 48, as recorded in Alachua County, Florida,
the general descriptions of which are more particularly described on Exhibit "A"
(consisting of approximately 6.19 acres, more or less) ("Land"), together with
the following:
(a) All building and other improvements located on the Land ("Buildings");
(b) All of Seller's right, title and interest in and to all appliance,
fixtures, equipment, machinery, furniture, carpet, drapes and other
personal property, if any, located on or about the Land and the Building,
or used exclusively in the operation and maintenance thereof ("Tangible
Personal Property");
(c) All of Seller's right, title and interest in and to all of the service
or maintenance contracts as set forth in Exhibit "B" attached hereto and
made a part hereof ("Service Contracts");
As used in this Contract, the Land and the Buildings are collectively referred
to herein as the "Real Property" and the Real Property, Leases, Tangible
Personal Property, and Service Contracts. is collectively referred to herein as
the "Property."
2. Deposit. Not later than 5:00 P.M. on January 31st, 2000, Buyer shall
deliver to Trenam, Kemker, Scharf, Barkin, Frye, X'Xxxxx & Xxxxxx, P.A., as
escrow agent (hereinafter called "Escrow Agent"), the sum of ONE HUNDRED
THOUSAND AND NO/100 DOLLARS ($100,000.00), which sum, together with all interest
earned thereon, is hereinafter collectively referred to as the "Deposit" and
shall be held in escrow by Escrow Agent in an interest-bearing account and in
accordance with the terms of this Contract. Escrow Agent shall notify Seller
upon its receipt of the Deposit. In the event that the Deposit has not been so
paid in the manner and by
the time aforesaid (time being of the essence), this Contract, at the option of
Seller, shall immediately become null and void, and of no further force or
effect.
3. Price and Terms. The purchase price ("Purchase Price") to be paid for
the Property shall be the sum of THREE MILLION SIX HUNDRED THOUSAND AND NO/100
DOLLARS ($3,600,000.00). The Purchase Price shall be payable to Seller at
Closing as follows:
(A) The Deposit shall be paid to Seller and credited to Buyer
against the Purchase Price;
(B) At time of closing, Buyer shall pay to the Seller the remaining
Purchase Price (or such greater or lesser amount as may be required by the
credits, prorations and adjustments provided in this Contract) by wire
transfer of immediately available funds.
4. As Is.
(a) EXCEPT AS EXPRESSLY PROVIDED HEREIN BUYER ACKNOWLEDGES AND
AGREES THAT THE PURCHASE AND SALE OF THE PROPERTY CONTEMPLATED BY THIS CONTRACT
IS AND WILL BE MADE ON AN "AS-IS" BASIS, WITH ALL FAULTS, PATENT AND LATENT, AND
WITHOUT RELIANCE UPON ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF
MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, GOOD, FAIR OR
ADEQUATE CONDITION OR REPAIR OR GOOD, WORKMANLIKE CONSTRUCTION, OR WARRANTIES OR
REPRESENTATIONS AS TO MATTERS OF TITLE (EXCEPT FOR WARRANTIES CONTAINED IN THE
SPECIAL WARRANTY DEED), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL
CONDITIONS, PROPERTY VALUE, OPERATING HISTORY, INCOME, EXPENSES, CHARGES, LIENS,
ENCUMBRANCES, RIGHTS OR CLAIMS, OR ANY OTHER MATTER OR THING RELATING TO OR
AFFECTING THE PROPERTY. IN ADDITION TO AND WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING SENTENCE, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS
CONTRACT, SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER AS
TO (I) THE NATURE OR CONDITION OF THE SOILS, GEOLOGY OR ANY GROUNDWATER ON THE
REAL PROPERTY; (II) THE DRAINAGE OF OR RELATING TO THE REAL PROPERTY; (III) THE
CONDITION OR REPAIR OF THE REAL PROPERTY INCLUDING ANY IMPROVEMENTS THEREON;
(IV) THE NATURE OR SUITABILITY OF ANY ZONING, LAND USE PLAN CLASSIFICATION, OR
EXISTING GOVERNMENTAL PERMITS, LICENSES OR APPROVALS; (V) THE FINANCIAL POSITION
OR NET OPERATING INCOME OF THE REAL PROPERTY, INCLUDING THE REVENUES AND
EXPENSES THEREOF; OR, (VI) THE PRESENCE OR ABSENCE OF ANY HAZARDOUS OR TOXIC
SUBSTANCES OR MATERIALS, WASTES, POLLUTANTS, CONTAMINANTS, OIL OR PETROLEUM
PRODUCTS ON, UNDER OR WITHIN THE REAL PROPERTY OR ON, UNDER OR WITHIN ANY LAND,
2.
IMPROVEMENTS, WATERCOURSE OR BODY OF WATER NEAR THE REAL PROPERTY. Buyer
REPRESENTS THAT IT IS A KNOWLEDGEABLE Buyer OF REAL ESTATE AND THAT IT IS
RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF Buyer'S CONSULTANTS, AND THAT
PRIOR TO CLOSING, BUYER WILL HAVE HAD A FULL AND FAIR OPPORTUNITY TO COMPLETE
ALL INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED
TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF AS IT DEEMS NECESSARY, AND
SHALL RELY UPON SAME, AND UPON CLOSING, SHALL ASSUME THE RISK OF ALL ADVERSE
MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL
CONDITIONS.
(b) By its acceptance of the Deed to the Real Property at the
Closing, Buyer shall be conclusively deemed to have acknowledged and agreed that
(i) any information or materials furnished to Buyer by Seller are provided as an
accommodation and Buyer acknowledges and agrees that Seller does not warrant,
represent or guarantee the accuracy or completeness of any documents,
information or item (other than copies of the Service Contracts) provided by
Seller or Seller's agent to Buyer, and that Seller will not be liable or
responsible for any errors, omissions or inaccuracies contained in any document,
information or item prepared by any party or entity, other than copies of the
Service Contracts and documents executed and delivered by Seller to Buyer at
Closing, and then only strictly in accordance with the terms of such closing
documents; and (ii) Buyer has relied solely on its independent investigations
and inspections and the documents to be delivered by Seller at closing in making
the decision to purchase the Property. The provisions of this Paragraph 4 shall
survive the Closing.
5. New Lease. Buyer and Seller each agree, prior to Closing, to enter into
an amended and restated lease pertaining to space leased and to be leased to
Buyer at 00000 Xxxxxxxx Xxxxxxxxx ("Progress Building"). The amended and
restated lease shall be in substitution of any and all existing lease agreements
between Buyer, as tenant, and Seller, as landlord, pertaining to Suites 130,
135, 1-7, 113 and 144 in the Progress Building, and shall provide the following
terms and conditions. Suites 130, 135, 1-7. 113 and 144, comprising of
approximately 7,492 rentable square feet, together with an additional 4,242
rentable square feet located on or within the areas known as Suites No. 102 and
118, (and, at tenant's option, up to an additional 4,260 rentable square feet of
space in the Progress Building, to the extent available) shall be leased to
tenant for a term that shall expire two (2) years from the date of the amended
and restated lease, at the rental rate of $15.00 per rentable square foot
(gross), all in its "as-is" condition, for office use and such other use
approved by landlord that will not require additional leasehold modifications
and building penetrations to the existing space. Tenant shall not have the right
to make any modifications or alterations to the premises. without the consent of
the landlord. Tenant shall also furnish the landlord with a security deposit
equal to one month's rent of the existing and additional space (or $14,667.50).
All other terms and conditions shall be substantially similar to the terms and
conditions of the lease governing Buyer's leased space at Innovation Drive.
3.
6. Title Insurance. Within ten (10) days after the Effective Date, Seller
shall, at Seller's sole expense, furnish Buyer with a written commitment for the
issuance of an owner's policy of title insurance (ALTA Form B policy) on the
Real Property (the "Commitment") in the full amount of the Purchase Price,
issued by Lawyers Title Insurance Corporation ("Title Company"). If the
Commitment contains any exceptions that are not acceptable to Buyer in the
exercise of Buyer's sole discretion (other than the matters set forth in Exhibit
"C" attached hereto and incorporated by reference herein ("Existing
Exceptions")), then Buyer shall notify Seller in writing of such exceptions
within ten (10) days of its receipt of the Commitment (any such exceptions of
which Buyer gives Seller written notice within such ten (10) day period as
aforesaid being hereinafter defined as "Unauthorized Exceptions"); provided,
however, in no event (i) shall Seller have any obligation to undertake to cure,
remove or modify any of such Unauthorized Exceptions. The Existing Exceptions,
together with any other exceptions to which Buyer does not object within such
ten (10) day period as aforesaid, shall constitute "Permitted Exceptions"
hereunder, and Buyer shall be conclusively deemed to have waived its right to
object thereto. Seller shall have until the date of the Closing in which to
cause Title Company to remove any Unauthorized Exceptions.
If Seller shall fail to cause any Unauthorized Exceptions to be removed
within the time period aforesaid, then: (a) Buyer may, at its option, elect to
terminate this Contract and to secure the return of the Deposit, whereupon this
Contract shall be null and void and, except as otherwise provided by Paragraph 5
hereof, Seller shall have no further obligations or liabilities hereunder; or
(b) Buyer may elect to close the purchase and sale of the Property in the same
manner as if no such Unauthorized Exceptions had arisen, without diminution in
the Purchase Price, in which case such Unauthorized Exceptions shall be deemed
to be a Permitted Exception. The immediately preceding sentence sets forth the
sole remedies of Buyer in the case of Seller's failure to cure any Unauthorized
Exceptions. Within a reasonable period of time following closing the title
insurance policy insuring Buyer's title to the Property. in the form prescribed
by the Commitment, shall be delivered to Buyer.
7. Survey. Seller has previously delivered to Buyer a survey of the Real
Property and other adjacent lands dated as of September 9, 1999, prepared by
Eng, Xxxxxx & Associates, Inc., bearing Project Number 99-299 ("Existing
Survey"). Buyer, at Buyer's expense, shall have ten (10) days from and after the
Effective Date to have the Existing Survey modified, updated and recertified to
Buyer, Seller, and the Title Company ("Updated Survey"), which Updated Survey
shall show the boundaries and legal description of the land depicted on the
attached Exhibit "A", certify as to the actual number of acres contained within
the perimeters of the Land, and meet the minimum technical standards set forth
by Chapter 61G17-6, Florida Administrative Code, and the requirements of Section
627.7842, Florida Statutes ("Standards"), to enable the Title Company to delete
or modify the standard survey exception set forth in the Title Commitment. The
Surveyor shall (a) show all encroachments, ground improvements, easements
reflected on Exhibit "C" or otherwise shown on the Commitment or otherwise
visible to Surveyor, the flood zone designation of the Real Property and all
ground improvements affecting the Real Property necessary to comply with the
Standards. In the event that either the Survey shows any encroachments of and
improvements upon, from, or onto the Real Property, or an easement not disclosed
by the Permitted Exceptions, or shows any evidence of use which indicates that
an unrecorded easement may exist
4.
except as may be disclosed by the Permitted Exceptions or otherwise acceptable
to Buyer, in Buyer's sole discretion, Buyer shall deliver written notice to that
effect to Seller upon the later of (i) the expiration of the Inspection Period,
or (ii) five (5) days following delivery of the Updated Survey. Seller shall
have the same option to cure and curative period with respect to objections to
the Updated Survey as is described in Paragraph 6, above. If Buyer fails to
deliver written notice to Seller of any survey defects within such survey review
period, Buyer shall be deemed to have waived any Survey defects.
8. Property Sold "As-Is"; Disclaimer of Warranties. Except as expressly
provided in this Contract, Seller makes no representations or warranties of any
kind whatsoever to Buyer. Buyer acknowledges and agrees as follows:
(a) Reliance on Own Investigations. Buyer hereby acknowledges and agrees
that has been given the opportunity to inspect the Property as Buyer sees
fit, and Buyer shall rely solely on such investigations and not on any
information furnished by Seller in making Buyer's decision to purchase or
not purchase the Property. Buyer further acknowledges and agrees that any
information concerning the Property furnished by Seller was obtained from
a variety of sources and that Seller did not and is not required to make
any independent investigation or verification of any such information with
respect to accuracy, completeness or any other matter.
(b) Assumption of Risk. From and after the Closing, Buyer hereby assumes
all risks associated with ownership of the Property and any defects that
may be located thereon or associated therewith of any the or nature
whatsoever, and Buyer shall be solely responsible for and shall indemnify,
protect, defend and hold Seller harmless from, all costs (including
attorneys fees and court costs), expenses and all other claims incurred in
or associated with such ownership and with the presence, removal or repair
of any such defect. The foregoing indemnity shall not apply to any claims
against Seller by third parties which accrue prior to the Closing.
(c) General Release and Waiver. Buyer acknowledges and agrees that the
unconditional "as is" nature of this transaction is a material inducement
to Seller to enter into this Contract and to sell the Property to Buyer
at the Purchase Price and upon the other terms and conditions set forth
herein. As further consideration and material inducement to Seller, Buyer,
on behalf of its principals, agents, successors and assigns, forever
releases and discharges Seller, and Seller's officers, directors,
shareholders, principals, agents, successors and assigns, from and against
all claims, causes of action, losses, costs, damages, liabilities, and
expenses of any kind which Buyer or any such other persons may now or at
any time hereafter incur or realize in any manner from the Property, this
Contract, and/or any matter arising herefrom or from the transactions
contemplated hereby. Buyer has consulted with independent counsel of its
choice regarding this Contract and the foregoing release and is knowingly
and voluntarily entering into this Contract and agreeing to each provision
hereof.
5.
The provisions of this Paragraph 8 shall survive the Closing.
9. Closing Date. The Closing shall take place at the offices of Xxxxxx X.
Xxxxxxxx, P.A. in Alachua County, Florida, on March 30, 2000, time being of the
essence.
10. Closing Costs. Seller shall pay the premium for the owner's title
insurance policy and all search costs incidental to issuance of the Commitment,
and for documentary stamps on the deed. Buyer shall pay for the Updated Survey,
and any required updates thereto, for recording the deed, and any additional
title insurance endorsements requested by Buyer. Seller and Buyer shall each pay
their own attorneys' fees and legal assistants' fees in connection with
negotiating and closing this transaction.
11. Seller's Closing Documents and Deliveries.
(a) The Special Warranty Deed from Seller conveying the Property to
Buyer, subject to the lien for real property taxes and assessments for the
year of closing and subsequent years, the rights of parties in possession
under unrecorded leases, and the Permitted Title Exceptions, together with
the Florida Department of Revenue Form D-219;
(b) An affidavit of an appropriate officer of Seller to permit the
deletion of the construction lien exception and the "gap" exception from
the Title Commitment and final title insurance policy, and to replace the
parties in possession exception with the rights of tenants in possession
under the Leases in effect as of Closing.
(c) Closing statements;
(d) A non-foreign affidavit as contemplated by 26 USCS Section 1445,
as amended (the "FIRPTA Affidavit");
(e) a Termination of the existing Lease between Seller and Buyer,
together with the security deposits in Seller's possession, in form
reasonably acceptable to Seller ("Lease Termination");
(f) Originals of the Service Contracts, which Service Contracts
shall be all of the Service Contracts set forth in Exhibit "B" attached hereto,
together with letters to each service contractor from Seller advising each of
them of the sale of the Property and, the transfer of its contract;
(g) A Xxxx of Sale conveying all of Seller's right, title and
interest in and to the Tangible Personal Property, in its "AS-IS, WHERE-IS"
condition, without representation or warranty of fitness or condition;
(h) Possession of the Property.
6.
12. Buyer's Closing Documents and Deliveries. At Closing, Buyer shall
deliver to Seller the following:
(a) The balance of the Purchase Price as provided in Section 3 of
this Contract, subject to prorations provided for in this Contract;
(b) Closing statements;
(c) A Lease Termination Agreement.
13. Representations and Warranties of Buyer.
In the event Buyer assigns its rights under this Contract to a
corporation or a limited liability company, Buyer shall then represent and
warrant to Seller, at the time of such assignment, that it is a duly organized
Florida limited liability company or corporation, validly existing and in good
standing, and is duly authorized and has all requisite power and authority to
execute this Contact and to consummate the transactions contemplated herein.
14. Representations and Warranties of Seller. Seller hereby represents and
warrants to Buyer that:
(a) Seller is a duly organized Florida corporation, validly existing
and in good standing, and is duly authorized and has all requisite power and
authority to execute this Contract and to consummate the transactions
contemplated herein. Seller further represents and warrants that the officer of
Seller who is executing this Contract and the documents to be delivered by
Seller at Closing has been duly authorized to do so by all necessary corporate
action of Seller. Seller's execution of this Contract and the performance by
Seller of its obligations hereunder do not and will not violate or breach any
document, instrument, agreement, order, rule, or regulation by which Seller or
the Property is bound or subject. If and to the extent, Seller transfers the
Property and assigns this Contract to a third party ("Assignee") prior to the
closing, Seller shall cause this representation and warranty to be restated, as
appropriate, for the status of the Assignee.
(b) There are no suits, actions or proceedings pending against or
affecting Seller which may in any way adversely affect the Property or the
transaction provided herein; before or by any court or administrative agency or
officer, or, to Seller's knowledge, threatened, and, to Seller's knowledge,
Seller is not in default with respect to any judgment, order, writ, injunction,
rule or regulation of any court, or governmental agency to which it may be
subject, in any way that may adversely affect the Property or the transaction
provided herein.
(c) Seller represents and warrants that it has complete and fall
authority to convey to Buyer the Property unencumbered by any right of first
offer or right of first refusal.
7.
(d) There are no pending or, to Seller's knowledge, threatened
actions or proceedings to condemn all or any portion of the Property.
(e) To Seller's knowledge, except as disclosed on the attached
Exhibit "D" and except as may be disclosed in that certain report prepared by
Matrix Compliance Services, Inc., dated as of August 19, 1999, no Hazardous
Materials (as hereinafter defined) have ever been dumped, discharged or
otherwise disposed of nor are any of the same located on the Property. The term
"Hazardous Materials" as used herein includes hazardous materials, hazardous
wastes, hazardous or toxic substances, polychlorinated biphenyls or related or
similar materials, or any other substance or material in such quantities as may
be defined as a hazardous or toxic substance by any federal, state or local
environmental law, ordinance, rule, or regulation including, without limitation,
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials
Transportation Act, as amended (49 U.S.C. Sections 1801, et seq.), the Resource
Conservation and Recovery Act, as amended (42 U.S.C. Sections 1251 et seq.), the
Clean Air Act (42 U.S.C. Sections 7401 et seq.), Chapter 376, Florida Statutes,
and in the regulations adopted and publications promulgated pursuant thereto.
(f) The Property is part of a development of regional impact
development order, entitled "Progress Center Development of Regional Impact". To
Seller's knowledge, except as may be disclosed in that certain Memorandum dated
August 17, 1999, prepared by Xxxxx X. Xxxxxx of Xxxxxxx Xxxxxx ("DRI Memo"), the
Property is in material compliance with all Progress Center DRI, as amended. To
Seller's knowledge, the Property is not vested against concurrency on certain
regional facilities, and that such concurrency is determined as such time an
owner of the Property or any portion thereof, seeks a building permit, as more
particularly set forth in the DRI Memo. The current zoning classification of the
Property will permit all of the uses granted to the Property under the Progress
Center DRI, as amended, including PUD zoning classification.
(g) As of the Effective Date, there are no leases or service
contracts affecting the Real Property or any portion thereof which will survive
the Closing, other than the Service Contacts. There are no management contracts
that affect the Property that will survive the Closing.
As utilized in this Paragraph 11, the term "Seller's knowledge" shall mean the
actual present knowledge of Xxxxxx X. XxXxxxx, Xxxxx Xxxxxxx, and Xxxx Xxxxxx,
without having conducted any independent investigation, inquiry or review.
It shall be a condition to Buyer's obligations hereunder that the foregoing
covenants and representations of Seller shall be true as of the date of Closing.
The foregoing representations of Seller shall survive the Closing, provided that
any action or claim based upon the failure of the representations or warranties
set forth hereinabove must be commenced within six months following the Closing.
In the event that Seller has made a representation herein which, at the time and
in the light of circumstances under which it is made, is false or misleading
with respect to any material fact,
8.
or omits to state any material fact necessary in order to make any statement
contained therein not false or misleading in any material respect, and Buyer has
knowledge of such misrepresentation prior to Closing, then Buyer, as Buyer's
sole remedy, may elect to terminate this Contract whereupon the Deposit shall be
returned to Buyer. In the event any of Seller's representations or warranties
shall prove to be false or incorrect and Buyer becomes aware of such false or
incorrect representations after Closing and within the time period provided in
this Section 14, Buyer shall have the right to collect from Seller its actual
damages on account thereof up to a maximum of Fifty Thousand and 00/100 Dollars
($50,000.00).
15. Affirmative Covenants of Seller.
(a) From and after the expiration of the Inspection Period until
Closing, Seller shall not execute or record any leases or modifications thereto,
or any mortgages or liens encumbering the Real Property, without the prior
written consent of Buyer, which consent shall not be unreasonably withheld or
delayed. Seller reserves the right, in its usual and customary course of
business, to amend, modify or terminate any of the Leases or to enter into new
Leases during the Inspection Period, and Seller agrees to deliver to Buyer
copies of any such instruments within two (2) business days following the full
execution of such instruments, but in all cases prior to the expiration of the
Inspection Period.
(b) Seller agrees to continue to maintain the Property and all of
its improvements, parking areas and landscaping in the same fashion and
condition as in existence as of the Effective Date.
(c) Seller agrees to immediately notify Buyer in the event Seller
receives any written notice of the commencement of any legal action or
proceeding that affects the Property or the transaction contemplated by this
Agreement, or in the event that Buyer receives written notification that the
Property is not in compliance with any applicable governmental rule or
regulation.
(d) Seller shall maintain the Property in material compliance with
the Declaration.
16. Affirmative Covenants of Buyer.
(a) Buyer acknowledges and understands that the chiller system
located within the Building located on the Real Property also serves to furnish
the chilled water to building located in the commercial park and owned by
Seller. In addition, the pump and irrigation xxxxx to furnish irrigation to
portions of landscaping to portions of the commercial park are also located on
the Real Property. Buyer also acknowledges that Seller has entered into a
contract to sell the remainder of the commercial park to Xxxx Xxxxxx or its
assigns. Buyer acknowledges and agrees that it shall negotiate, in good faith,
with either Seller or Seller's successors-in-title, an agreement to permit and
maintain the continuing chilled water service to the adjacent other building(s)
in the park in
9.
exchange for a commercially reasonable fee, and to grant an easement to Seller
or its successor-in-title or assign for the maintenance, replacement, repair and
operation of the irrigation system so located on the Real Property.
17. Conditions to Closing. The respective obligations of the parties to
consummate the Closing is subject to the satisfaction of each of the following
conditions prior to Closing:
(a) Seller shall have obtained and delivered to Buyer a letter or
certificate from the City of Alachua or other governmental agency having
jurisdiction over the Property that the Property is in material compliance with
the Progress Center DRI. In addition, if so required by the terms of the
Progress Center DRI, Buyer shall be approved as an acceptable developer by such
agency having jurisdiction thereover.
(b) Seller shall not have received any written notice from any
governmental agency of any pending or threatened condemnation or taking, or that
the Property is in violation of any applicable code, rule or ordinance.
(c) Seller and Xxxx Xxxxxx shall have entered into an amendment to the
Xxxxxx Contract to release the Property subject to the terms of this Contract
from the terms and conditions of the Xxxxxx Contract.
In the event that any of the above-stated conditions have not been or are not
fulfilled at or prior to Closing, then either party may terminate this
Agreement, whereupon the Deposit shall be refunded to Buyer and all rights and
obligations arising hereunder shall cease.
18. Buyer's Default. If Buyer fails to consummate the purchase and sale of
the Property in accordance with the terms and conditions of this Contract, then
the Deposit shall be delivered by Escrow Agent to and retained by Seller as
agreed to and liquidated damages, and in full settlement of all claims by Seller
for such failure. This shall be Seller's sole remedy in the event of Buyer's
breach or default hereunder.
19. Seller's Default. If Seller defaults in the performance of its
obligations under this Contract, then, at the option of Buyer, (a) Buyer may
terminate this Contract and, upon such termination, Buyer shall be entitled, on
demand, to the return of the Deposit paid by Buyer, or (b) Buyer shall have only
the right of specific performance without diminution in the Purchase Price.
These shall be the sole remedies of Buyer in the event of Seller's breach or
default hereunder.
20. Damage or Destruction. Seller agrees to provide Buyer with prompt
written notice of any damage to or destruction of the Property of which Seller
has knowledge. In such event the parties' rights and obligations shall be as
follows:
(a) If the "Repair Cost" is ten percent (10%) of the Purchase Price
or less, then (i) at Closing, Buyer shall accept the Property subject to
such damage or destruction, (ii) the
10.
Purchase Price shall be reduced by the amount of the Repair Cost, and
(iii) Seller shall retain the right to all proceeds of insurance. As used
herein, the term "Repair Cost" means an estimate of the actual cost to
repair the damage attributable to such damage or destruction and obtained
by Seller within thirty (30) days following the event of damage or
destruction from a reputable, licensed independent contractor selected by
Seller and licensed to do business in the jurisdiction in which the
Property is located.
(b) If the Repair Cost exceeds ten percent (10%) of the Purchase
Price, then either Buyer or Seller shall have the right to terminate this
Contract, exercisable by giving written notice to the other party of such
election within thirty (30) days after the determination of the Repair
Cost, whereupon the Deposit shall be returned to Buyer with all interest
accrued thereon. If neither party exercises such termination right, then
(i) Buyer shall accept the Property at Closing subject to such damage or
destruction, (ii) the Purchase Price shall be reduced by the amount of the
Repair Cost, and (iii) Seller shall retain the right to all insurance
proceeds.
21. Attorneys' Fees. In the event either party is required to interpret or
enforce this Contract against the other, the prevailing party in any litigation
or other proceeding shall be entitled to recover, in addition to any other
remedy, its reasonable attorneys' fees, legal assistants' fees and costs: and
court costs, including those incurred on appeal and in bankruptcy or creditor's
reorganization proceedings.
22. Prorations. The following items shall be paid. apportioned, and
prorated (based on the actual number of days in the month in which the Closing
Date occurs, assuming the Closing occurs at 12:01 a.m. on the Closing Date)
between Seller and Buyer:
(a) Real property taxes for the then-current tax fiscal year shall
be prorated based on the current year's tax, with full discount as
permitted by law. If the current year's tax is not then available and the
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 on
such assessment and the prior year's millage. If the current year's
assessment is not then available, taxes will be prorated on the prior
year's tax, with full discount. Any tax proration based on an estimate, at
request of either Buyer or Seller, may be readjusted after receipt of the
tax xxxx. This provision shall survive the Closing.
(b) All current installments for certified, confirmed, and ratified
special assessment liens as of the Closing Date shall be paid by Seller,
and the balance shall be assumed by Buyer. All liens for public
improvements pending as of the Closing Date shall be assumed by Buyer.
(c) Sums paid by Seller for fuel, water, and sewer service, and
waste collection charges, and charges for electricity, telephone, and all
other public utilities shall be prorated at Closing. Seller shall pay all
utility bills in Seller's name that are due as of the Closing
11.
Date. Buyer shall arrange for utility service in Buyer's name to commence
on the Closing Date. Utility deposits previously paid b Seller shall be
returned to Seller.
(d) Rents and refundable security deposit (which will be assigned to
and assumed by Buyer and credited to Buyer at Closing). This subparagraph
of this Contract shall survive the Closing and the delivery and recording
of the Deed.
(e) All other usual and customary expenses, revenues, assessments,
and other proratable items associated with the ownership, maintenance and
operation of the Property shall be prorated as of the Closing Date.
23. Brokers. Seller hereby (i) warrants and represents to Buyer that it
has had no dealings with any person or entity from which a valid claim for any
brokerage commission or similar fee could arise in connection with this Contract
or the transactions contemplated hereby; and (ii) agrees to defend. indemnify
and hold Buyer harmless from and against any claim by any third parties for
brokerage, commission, finders' or other fees relative to this Contract or the
sale of the Property and alleged to be due by authorization of, or as a result
of any actions taken by, Seller or its agents. together with any court costs,
attorneys' fees or other costs or expenses arising therefrom. Buyer hereby (i)
warrants and represents to Seller that it has had no dealings with any person or
entity from which a valid claim for any brokerage commission or similar fee
could arise in connection with this Contract or the transactions contemplated
hereby; and (ii) agrees to defend, indemnify and hold Seller harmless from and
against any claim by any third parties for brokerage, commission, finders' or
other fees relative to this Contract or the sale of the Property and alleged to
be due by authorization of, or as a result of any actions taken by, Buyer or its
agents, together with any court costs, attorneys' fees or other costs or
expenses arising therefrom. The representations, warranties and indemnification
obligations set forth in this Paragraph shall survive the Closing.
24. Condemnation. If at any time prior to the delivery of the executed
Deed of conveyance to Buyer as herein provided, the Real Property or any portion
thereof is taken by eminent domain, or if any preliminary steps in any taking by
eminent domain of the Real Property any part thereof occurs prior to such
deliver or recording, Buyer may, at its option, within ten (10) days after
receipt of written notice of such fact from Seller, rescind this Contract, and
upon such rescission all monies deposited by Buyer under the terms hereof,
together with all interest earned thereon, shall be returned to Buyer upon
demand and thereupon all rights and liabilities arising hereunder shall
terminate. Seller shall notify Buyer in writing of any such taking by eminent
domain and all steps preliminary thereto as soon as the Seller has knowledge
thereof. In the event Buyer does not elect to rescind this Contract under such
circumstances, Buyer shall be entitled to all proceeds received or to be
received from any condemning authority, and Seller shall (i) pay to Buyer at
closing all such proceeds received by Seller, and (ii) assign to Buyer at
closing all such proceeds to be thereafter received from any condemning
authority by instrument of assignment in form reasonably acceptable to Buyer.
12.
25. Entire Agreement. No agreements, representations or warranties, unless
expressly incorporated or set forth in this Contract, shall be binding upon any
of the parties. Neither the Closing hereunder nor any termination of this
Contract shall extinguish or otherwise impair any indemnification obligations
for which provision is made herein, regardless of whether or not the provision
imposing any such obligation expressly so states. All of the covenants,
warranties and representations set forth in this Contract shall be merged with
the Deed and shall not survive Closing (or any termination of this Contract),
unless and to the extent such covenant, warrant, and representation is expressly
provided to survive such Closing or termination of this Contract.
26. Successors and Assigns; Singular and Plural Usages. The covenants
contained herein shall bind, and the benefits and advantages shall inure to, the
respective successors and assigns of the parties hereto. Seller reserves the
right to transfer the Property to a third party prior to closing, together with
an assignment to and assumption by such third party, of all of the benefit and
obligations of Seller under this Contract, whereupon Seller and Buyer each
acknowledge and agree that Buyer shall look to both Seller and to such third
party transferee for the performance and fulfillment of the obligations of the
seller under this Contract. Whenever used herein, the singular number shall
include the plural, the plural the singular, and the use of any gender shall
include all genders.
27. Notification. Any notice, demand, consent, approval or other
communication to be given to or served upon any party hereto, in connection
herewith, must be in writing, and may be given by facsimile transmission,
certified mail return receipt requested or guaranteed overnight delivery
service. If a notice is delivered by United States Mail, it shall be deemed to
have been given and received two (2) days following the deposit of a certified
letter containing such notice, properly addressed, with postage prepaid, with
the United States Mail. If delivered by facsimile transmission or by guaranteed
overnight delivery service, it shall be deemed to have been given and received
the same day that the notice is faxed or delivered into the custody of the
overnight delivery service. If the notice is given otherwise than by certified
mail, facsimile transmission or guaranteed overnight delivery service, it shall
be deemed to have been given when delivered to and received by the party to whom
it is addressed. Notices shall be given to the parties hereto at the following
addresses:
IF TO BUYER: Regeneration Technologies, Inc.
WITH A COPY TO: Xxxxxx X. Xxxxxxx, Xx., P.A.
00000 XX 000xx Xx.
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxxxxx, Xx., Esquire
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
13.
IF TO SELLER: Echelon International Corporation
000 Xxxxxxxx Xxxxxxx Xxxxx 000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxx Xxxxxx
Telecopy: (000) 000-0000
WITH A COPY TO: Trenam, Kemker, Scharf, Barkin, Frye, X'Xxxxx, & Xxxxxx,
Professional Association
000 Xxxx Xxxxxxx Xxxxxxxxx
0000 Xxxxxxx Xxxxx
Xxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxxxx, Esquire
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Failure or refusal of Seller or Buyer to accept delivery of or to claim a
notice that is required by the terms of this Contract to be received by the
party for which intended will not invalidate such notice, and such notice will
be effective and will be deemed received an the date of the refusal or failure
to claim the notice by the party for which intended. Any party hereto may change
its address for the service of notice hereunder by delivering written notice of
said change to the other parties hereunder. Any notice required or permitted
hereunder may be given by the attorney for a party to this Contract.
28. Escrow Instructions. Escrow Agent shall incur no liability whatsoever
in connection with its good faith performance as Escrow Agent hereunder. The
parties hereby jointly and severally release and waive any claims they may have
against Escrow Agent which may result from its performance in good faith of such
function hereunder, specifically including, but not limited to, any delay in the
electronic wire transfer of funds. In its capacity as Escrow Agent hereunder,
Escrow Agent shall be liable only for loss or damage caused directly by its acts
of gross negligence or intentional misconduct while performing the duties
attendant thereto.
In the event of any disagreement between the parties resulting in
conflicting instructions to, or adverse claims or demands upon, Escrow Agent
with respect to the release of any escrowed funds or documents, Escrow Agent may
refuse to comply with any such instruction, claim or demand so long as such
disagreement shall continue, and in so refusing Escrow Agent shall not be
obligated to release such funds or documents. Escrow Agent shall not be or
become liable in any way for its failure or refusal to comply with any such
conflicting instructions, or adverse claims or demands, and it shall be entitled
to continue to refrain from acting until such conflicting instructions, or
adverse claims or demands (i) have been adjusted by agreement and Escrow Agent
has been notified in writing thereof by the parties, or (ii) have finally been
determined in a court of competent jurisdiction. In the alternative, Escrow
Agent shall have the right to interplead the Deposit with the Clerk of the
Circuit Court of Alachua County. Florida, and upon notifying both Seller and
Buyer of
14.
such action, all liability of Escrow Agent hereunder shall terminate, except to
the extent of accounting for the Deposit.
In the event of any suit between Seller and Buyer wherein Escrow Agent is
made a party by virtue of acting as escrow agent hereunder, or in the event of
any suit wherein Escrow Agent interpleads the Deposit, Escrow Agent shall be
entitled to recover reasonable fees (including but not necessarily limited to
fees for the services of attorneys and legal assistants) and costs incurred,
with such fees and costs to be charged and assessed as court costs in favor of
the prevailing party.
Bu7yer acknowledges that Escrow Agent has acted as Seller's legal counsel
in connection with the negotiation and preparation of this Contract, and agrees
that Escrow Agent's capacity as escrow agent hereunder shall not disqualify
Escrow Agent from representing Seller in connection with any matters evidenced
or contemplated hereby or related hereto, including any litigation arising
hereunder.
29. Time. Time is of the essence of this Contract and of each of its
provisions. Unless otherwise expressly provided in this Contract, any reference
herein to time periods of fewer than seven (7) days will in the computation
thereof exclude Saturdays, Sundays and all legal holidays. Notwithstanding any
provision of this Contract to the contrary, any time period which ends on a
Saturday, Sunday or legal holiday will automatically extend to 5:00 p.m. of the
next full day which is not a Saturday, Sunday or legal holiday. Wherever used in
this Contract, the term "Business Days" will mean Monday through Friday.
excluding legal holidays as expressly so defined in Florida Statutes Chapter 683
(1997).
30. Effective Date. The "Effective Date" shall be the date of the later of
the execution date of this Contract by Seller and Buyer.
31. Multiple Originals. This Contract may be executed in multiple
counterparts, each of which shall be deemed for all purposes to be an original,
but all of which shall constitute one and the same contract. At least one full
executed original of this Contract shall be delivered to each of Seller, Buyer
and Escrow Agent.
32. Radon Gas. As required by applicable Florida statute, Seller hereby
discloses to Buyer the following:
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.
15.
33. Controlling Law. This Contract shall be construed, governed,
interpreted and enforced in accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
effective as of the later of the dates of execution hereof by Seller and Buyer.
Signed, sealed and delivered SELLER:
in the presence of:
ECHELON INTERNATIONAL
CORPORATION, a Florida corporation
/s/ Xxxxxx XxXxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------- -----------------------------------------
XXXXX X XXXXX, Vice President
/s/ [ILLEGIBLE] Date: 31 JAN , 2000
-------------------------------- -----------------
As to Seller
BUYER
/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
-------------------------------- -----------------------------------------
/s/ [ILLEGIBLE] Date: 1/31/00 , 2000
-------------------------------- -----------------
As to Buyer
JOINDER
The undersigned Escrow Agent joins in the execution of this Contract to
agree to comply with the obligations of Escrow Agent hereunder.
TRENAM XXXXXX XXXXXX XXXXXX XXXX
X'XXXXX & XXXXXX, P.A.
By: Xxxx X. Xxxxxxx
-----------------------------------------
16.
EXHIBIT "A"
[SKETCH OR LEGAL DESCRIPTION OF PROPERTY]
LEGAL DESCRIPTION - EB&TP
Parcel "C" of 'REPLAT OF PROGRESS CENTER' as per plat thereof recorded in Plat
Book P, pages 48 and 49 of the Public Records of Alachua County, Florida.
Exhibit B
Service and Maintenance Agreements
Echelon Business and Technology Park
--------------------------------------------------------------------------------------------------------------------
30 Day Termination
Vendor Description Amount Clause Date
--------------------------------------------------------------------------------------------------------------------
W W Gay Mechanical Preventive Maint on
Mechanical Equipment $7,492.00 per year Yes Oct-00
(Applies to both - can easily be split)
--------------------------------------------------------------------------------------------------------------------
York International Preventive Maint on
Bldg 2 Chillers $4,860.00 per year No Feb-00
Building 2 Only
--------------------------------------------------------------------------------------------------------------------
Premier Water Chemical for Cooling
Towers $17,184.00 per year Yes 9/15/00
Applies to both - can be split
--------------------------------------------------------------------------------------------------------------------
Xxxxx Waste Solid Waste disposal $565.00 per month No Feb-00
Building 1 Only
--------------------------------------------------------------------------------------------------------------------
Quality Carpet/Janitorial Cleaning Service $3,620.00 per month Yes Dec-99 (has been re bid but no
contract has been signed
Building 1 Only for 2000)
--------------------------------------------------------------------------------------------------------------------
Earthgroomers Landscaping $6,400.00 per month Yes Dec-99 (has been re bid but no
contract has been signed
All properties - can be split for 2000)
--------------------------------------------------------------------------------------------------------------------
Jacksonville Sound Alarm Monitoring $75.00 per month Yes Until notice is given
Can be split
--------------------------------------------------------------------------------------------------------------------
EXHIBIT "C"
[EXISTING PERMITTED EXCEPTIONS]
1. General or special taxes and assessments for the year of closing and all
subsequent years.
2. "Progress Center Unit I Declaration of Covenants and Restrictions" dated
March 19, 1985, and recorded in the Public Records of Alachua County,
Florida, in Official Records Book 1588. Page 2207, as modified and amended
by that certain First Amendment to Progress Center Unit 1 Declaration of
Covenants and Restrictions dated February 12, 1990, and as further amended
and modified pursuant to the terms of the "Second Amendment" recorded in
O.R. Book 2161, Page 1701, all as recorded in the Public Records of
Alachua County, Florida, in Official Records Book 1762, Page 1883, as
joined in by Eye Research Laboratory, Inc., in that certain Joinder in
Declaration and Restrictions dated March 18, 1985, and recorded in the
Public Records of Alachua County, Florida, in Official Records Book 1588,
Page 2205, (collectively, the "Declaration").
3. Any easements, restrictions or other matters as shown on the Replat of
Progress Center, Plat Book P, Page 49, as recorded in Alachua County,
Florida.
4. Easement from Context Development Company to City of Alachua, recorded in
O.R. Book 1241, Page 113;
5. Terms and conditions of Agreement executed by and between Apalachee
Development and the State of Florida D.C.A, recorded in O.R. Book 1605,
Page 1374; amendment thereto recorded in O.R. Book 1617, Page 613;
6. Terms and conditions set forth in Notice of Development Order approving
the Development of Regional Impact known as Progress Center recorded in
O.R. Book 1692, Page 1378, as amended ("Progress Center DRI"):
7. Easement from Talquin Development Company, successor of Apalachee
Development Company, to City of Alachua, Florida, recorded in O.R. Book
1668, Page 982;
8. Distribution Right of Way easement from Talquin Development Company to
Clay Electric Cooperative, Inc. recorded in O.R. Book 1751, Page 1007;
9. Easement from Talquin Development Company to City of Alachua, recorded in
O.R. Book 1822, Page 727;
10. Terms and conditions set forth in Drainage Easement Agreement recorded in
O.R. Book 1830, Page 345;
11. Easement from Talquin Development Company to City of Gainesville recorded
in O.R. Book 1870 Page 2987;
12. Easement from Talquin Development Company to the Board of Trustees of the
Internal Improvement Trust Fund of the State of Florida recorded in O.R.
Book 1993, Page 358;
13. Public Utilities and Drainage Easement shown on the Progress Center Plat
recorded in Plat Book M, Page 82;
14. Twenty (20) foot drainage easement set forth in Warranty Deed recorded in
O.R. Book 1959;
15. Rights of tenants under unrecorded Leases.
All recording in the public records of Alachua County, Florida
EXHIBIT "D"
Seller advises Buyer that on or around 1990, some anti-freeze material was
released from a chiller line. Seller voluntarily caused the removal of all of
the contaminated soils to the county landfill. Seller advised the local office
of environmental protection for Alachua County of the incident. A representative
of the agency visited the site of the spill and verbally advised Seller of Its
acceptance of the condition and clean-up.
ENG
XXXXXX &
ASSOCIATES, INC.
--------------------------------------------------------------------------------
ENGINEERS o SURVEYORS o PLANNERS
February 17, 2000
Legal Description
For: Regeneration Technologies, Inc.
A portion of Government Lots 1 and 2 in Section 24, Township 8 South, Range 18
East, and being a portion of Replat of Progress Center as per plat thereof
recorded in Plat Book "P", pages 48 and 49 of the Public Records of Alachua
County, Florida; all lying and being in the City of Alachua, Alachua County,
Florida and being more particularly described as follows:
Parcel C of Replat of Progress Center as per plat thereof recorded in Plat Book
P, pages 48 and 49 of the Public Records of Alachua County, Florida.
Containing 6.20 acres (269,847 square feet), more or less.
0000 XX 00XX XXXXXX x XXXXXXXXXXX, XXXXXXX 00000-0000 o
TEL. (000) 000-0000 o FAX (000) 000-0000
ENG
XXXXXX &
ASSOCIATES, INC.
--------------------------------------------------------------------------------
ENGINEERS o SURVEYORS o PLANNERS
February 17, 2000
Legal Description
For: Regeneration Technologies, Inc.
A portion of Government Lots 1 and 2 in Section 24, Township 8 South, Range 18
East, and being a portion of Replat of Progress Center as per plat thereof
recorded in Plat Book "P", pages 48 and 49 of the Public Records of Alachua
County, Florida; all lying and being in the City of Alachua, Alachua County,
Florida and being more particularly described as follows:
PARCEL 1:
Commence at the northwest corner of Parcel C of Replat of Progress Center as per
Plat thereof recorded in Plat Book "P", pages 48 and 49 of the Public Records of
Alachua County, Florida and run thence North 87(degree)15'29" East along the
northerly boundary of said Parcel C, a distance of 135.00 feet; thence South
49(degree)23'12" East along said northerly boundary, a distance of 100.76 feet
to the POINT OF BEGINNING (#1); thence continue South 49(degree)23'12" East
along said northerly boundary, a distance of 279.24 feet; thence North
70(degree)36'48" East along said northerly boundary, a distance of 23.73 feet to
a point on the northwesterly right-of-way line of Innovation Drive (100' R/W),
said point being hereinafter referred to as Point A and being on the arc of a
curve concave northwesterly and having a radius of 200.00 feet; thence
northeasterly along the arc of said curve and along said northwesterly
right-of-way line through a central angle of 27(degree)56'18", an arc distance
of 97.52 feet to the end of said curve, said arc being subtended by a chord
having a bearing and distance of North 56(degree)38'39" East, 96.56 feet; thence
North 42(degree)40'31" East, along said northwesterly right-of-way line, a
distance of 377.75 feet to a point at the intersection of said northwesterly
right-of-way line with the southerly right-of-way line of Research Circle (80'
R/W), said point being on the arc of a curve concave southwesterly and having a
radius of 560.00 feet; thence northwesterly along the arc of said curve, and
along said southerly right-of-way line, through a central angle of
32(degree)05'54", an arc distance of 313.73 feet to the end of said curve, said
arc being subtended by a chord having a bearing and distance of North
68(degree)29'48" West, 309.64 feet; thence North 84(degree)32'45" West along
said southerly right-of-way line, a distance of 256.00 feet to a point at the
northeasterly corner of that certain parcel of land as described in Official
Records Book 2264, pages 2522 et seq. of said Public Records; thence South
05(degree)27'15" West along the easterly boundary of said parcel (OR 2264, pgs
2522 et seq.), a distance of 296.09 feet to the POINT OF BEGINNING.
TOGETHER WITH:
Commence at Point A as described above and run thence South 19(degree)23'12"
East, along the easterly boundary of said Parcel C of Replat of Progress Center,
and along the southwesterly end of the
0000 XX 00XX XXXXXX x XXXXXXXXXXX, XXXXXXX 00000-0000 o
TEL. (000) 000-0000 o FAX (000) 000-0000
right-of-way of Innovation Drive (100' R/W), a distance of 100.00 feet to a
point on the southeasterly right-of-way line of said Innovation Drive and the
POINT OF BEGINNING (#2); thence South 70(degree)36'48" West along the easterly
boundary of said Parcel C, a distance of 23.73 feet; thence South
10(degree)36'48" West along said easterly boundary, a distance of 478.17 feet to
a point on the southerly boundary of said Parcel C; thence North
79(degree)23'12" West along said southerly boundary, a distance of 64.00 feet;
thence North 13(degree)16'55" West along said southerly boundary, a distance of
86.41 feet; thence North 79(degree)23'12" West, a distance of 290.65 feet to the
southwesterly corner of said Parcel C; thence South 02(degree)55'52" West, a
distance of 624.31 feet to a point on the northerly right-of-way line of
Research Circle (80' R/W), as per deed recorded in Official Records Book 2213,
pages 2412 et seq. of said public records; thence South 87(degree)04'08" East
along said northerly right-of-way line, a distance of 155.06 feet to the
beginning of a curve concave northwesterly and having a radius of 810.00 feet;
thence northeasterly along the arc of said curve and along the northerly and
westerly right-of-way line of said Research Circle through a central angle of
94(degree)23'11", an arc distance of 1334.36 feet to the end of said curve, said
arc being subtended by a chord having a bearing and distance of North
45(degree)44'17" East, a distance of 1188.51 feet; thence North 01(degree)27'18"
West along said westerly right-of-way line, a distance of 217.62 feet to the
beginning of a curve concave southwesterly and having a radius of 410.00 feet;
thence northwesterly along the arc of said curve and along said westerly
right-of-way line through a central angle of 41(degree)54'28", an arc distance
of 299.89 feet to a point at the intersection of said westerly right-of-way line
with the southeasterly right-of-way line of said Innovation Drive, said arc
being subtended by a chord having a bearing and distance of North
22(degree)24'33" West, a distance of 293.25 feet; thence South 42(degree)40'31"
West along said southeasterly right-of-way line, a distance of 379.00 feet to
the beginning of a curve concave northwesterly and having a radius of 300.00
feet; thence southwesterly along the arc of said curve and along said
southeasterly right-of-way line through a central angle of 27(degree)56'18", an
arc distance of 146.28 feet to the POINT OF BEGINNING, said arc being subtended
by a chord having a bearing and distance of South 56(degree)38'39" West, a
distance of 144.84 feet.
Containing in aggregate 20.82 acres (907,292 square feet), more or less.
FIRST AMENDMENT TO CONTRACT OF
PURCHASE AND SALE
THIS FIRST AMENDMENT is entered into as of this ____ day of ________,
2000, by and between Echelon International Corporation, a Florida corporation,
its successors, successors-in-title, and/or assigns, as "Seller", and
Regeneration Technologies, Inc., a Florida corporation, its successors and/or
assigns, as "Buyer."
WHEREAS, the parties have entered into that certain Contract of Purchase
and Sale dated the 31st day of January, 2000, for the property located in
Alachua County, Florida, more particularly described therein; and
WHEREAS, Buyer and Seller have requested an amendment to the Contract of
Purchase and Sale.
NOW, THEREFORE, the Buyer and Seller agree as follows:
1. Exhibit "A", the Legal Description, is hereby amended to increase by
20.82 acres of land as described on the exhibit attached hereto to
and made a part hereof.
2. Paragraph III, Section 3, is hereby amended to increase the purchase
price by $624,600.00 ($30,000.00 x 20.82 acres).
All provisions of the original Agreement not amended herein shall remain
unchanged and in full force and effect. This Amendment may be executed in
counterparts, via facsimile, and signed counterparts, when combined, shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have set their hands and seals this
________ day of _____________, 2000.
In the presence of: "BUYER"
REGENERATION TECHNOLOGIES, INC.,
a Florida corporation
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
----------------------------- -------------------------------------
Printed Name: Xxxxxxx X. Xxxxx
---------------------------
Its: CFO/Sec/Treas
------------------------------------
/s/ [ILLEGIBLE]
-----------------------------
As to Buyer
"SELLER"
ECHELON INTERNATIONAL
CORPORATION, a Florida Corporation
By:
----------------------------- -------------------------------------
Printed Name:
---------------------------
Its:
------------------------------------
-----------------------------
As to Seller
ENG
XXXXXX &
ASSOCIATES, INC.
--------------------------------------------------------------------------------
ENGINEERS o SURVEYORS o PLANNERS
February 17, 2000
Legal Description
For: Regeneration Technologies, Inc.
A portion of Government Lots 1 and 2 in Section 24, Township 8 South, Range 18
East, and being a portion of Replat of Progress Center as per plat thereof
recorded in Plat Book "P". pages 48 and 49 of the Public Records of Alachua
County, Florida; all lying and being in the City of Alachua, Alachua County,
Florida and being more particularly described as follows:
PARCEL 1:
Commence at the northwest corner of Parcel C of Replat of Progress Center as per
Plat thereof recorded in Plat Book "P", pages 48 and 49 of the Public Records of
Alachua County, Florida and run thence North 87(degree)15'29" East along the
northerly boundary of said Parcel C, a distance of 135.00 feet; thence South
49(degree)23'12" East along said northerly boundary, a distance of 100.76 feet
to the POINT OF BEGINNING (#1); thence continue South 49(degree)23'12" East
along said northerly boundary, a distance of 279.24 feet; thence North
70(degree)36'48" East along said northerly boundary, a distance of 23.73 feet to
a point on the northwesterly right-of-way line of Innovation Drive (100' R/W),
said point being hereinafter referred to as Point A and being on the arc of a
curve concave northwesterly and having a radius of 200.00 feet; thence
northeasterly along the arc of said curve and along said northwesterly
right-of-way line through a central angle of 27(degree)56'18", an arc distance
of 97.52 feet to the end of said curve, said arc being subtended by a chord
having a bearing and distance of North 56(degree)38'39" East, 96.56 feet; thence
North 42(degree)40'31" East, along said northwesterly right-of-way line, a
distance of 377.75 feet to a point at the intersection of said northwesterly
right-of-way line with the southerly right-of-way line of Research Circle (80'
R/W), said point being on the arc of a curve concave southwesterly and having a
radius of 560.00 feet; thence northwesterly along the arc of said curve, and
along said southerly right-of-way line, through a central angle of
32(degree)05'54", an arc distance of 313.73 feet to the end of said curve, said
arc being subtended by a chord having a bearing and distance of North
68(degree)29'48" West, 309.64 feet; thence North 84(degree)32'45" West along
said southerly right-of-way line, a distance of 256.00 feet to a point at the
northeasterly corner of that certain parcel of land as described in Official
Records Book 2264, pages 2522 et seq. of said Public Records; thence South
05(degree)27'15" West along the easterly boundary of said parcel (OR 2264, pgs
2522 et seq.), a distance of 296.09 feet to the POINT OF BEGINNING.
TOGETHER WITH:
Commence at Point A as described above and run thence South 19(degree)23'12"
East, along the easterly boundary of said Parcel C of Replat of Progress Center,
and along the southwesterly end of the
0000 XX 00XX XXXXXX x XXXXXXXXXXX, XXXXXXX 00000-0000 o
TEL. (000) 000-0000 o FAX (000) 000-0000
right-of-way of Innovation Drive (100' R/W), a distance of 100.00 feet to a
point on the southeasterly right-of-way line of said Innovation Drive and the
POINT OF BEGINNING (#2); thence South 70(degree)36'48" West along the easterly
boundary of said Parcel C, a distance of 23.73 feet; thence South
10(degree)36'48" West along said easterly boundary, a distance of 478.17 feet to
a point on the southerly boundary of said Parcel C; thence North
79(degree)23'12" West along said southerly boundary, a distance of 64.00 feet;
thence North 13(degree)16'55" West along said southerly boundary, a distance of
86.41 feet; thence North 79(degree)23'12" West, a distance of 290.65 feet to the
southwesterly corner of said Parcel C; thence South 02(degree)55'52" West, a
distance of 624.31 feet to a point on the northerly right-of-way line of
Research Circle (80' R/W), as per deed recorded in Official Records Book 2213,
pages 2412 et seq. of said public records; thence South 87(degree)04'08" East
along said northerly right-of-way line, a distance of 155.06 feet to the
beginning of a curve concave northwesterly and having a radius of 810.00 feet;
thence northeasterly along the arc of said curve and along the northerly and
westerly right-of-way line of said Research Circle through a central angle of
94(degree)23'11", an arc distance of 1334.36 feet to the end of said curve, said
arc being subtended by a chord having a bearing and distance of North
45(degree)44'17" East, a distance of 1188.51 feet; thence North 01(degree)27'18"
West along said westerly right-of-way line, a distance of 217.62 feet to the
beginning of a curve concave southwesterly and having a radius of 410.00 feet;
thence northwesterly along the arc of said curve and along said westerly
right-of-way line through a central angle of 41(degree)54'28", an arc distance
of 299.89 feet to a point at the intersection of said westerly right-of-way line
with the southeasterly right-of-way line of said Innovation Drive, said arc
being subtended by a chord having a bearing and distance of North
22(degree)24'33" West, a distance of 293.25 feet; thence South 42(degree)40'31"
West along said southeasterly right-of-way line, a distance of 379.00 feet to
the beginning of a curve concave northwesterly and having a radius of 300.00
feet; thence southwesterly along the arc of said curve and along said
southeasterly right-of-way line through a central angle of 27(degree)56'18", an
arc distance of 146.28 feet to the POINT OF BEGINNING, said arc being subtended
by a chord having a bearing and distance of South 56(degree)38'39" West, a
distance of 144.84 feet.
Containing in aggregate 20.82 acres (907,292 square feet), more or less.
