REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is made as of the 30th day of June, 1997 by
and between DECADE PROPERTIES, INC. (hereinafter the "Seller")
and CHARTHOUSE SUITES VACATION OWNERSHIP, INC. (hereinafter the
"Buyer").
1. Property. The Seller agrees to sell to the Buyer, and
the Buyer agrees to purchase from the Seller, the Seller's
interest in the real estate known as 000 Xxxxxx Xxxxxxxxx,
Xxxxxxxxxx Xxxxx, Xxxxxxx legally described on attached Exhibit
A, together with all rights and appurtenances pertaining to such
real property including any and all right, title and interest of
the Seller in and to adjacent roads, alleys, easements, streets
and ways; riparian rights; all improvements, structures and
fixtures placed, constructed or installed including the boat
slips and improvements; and all mechanical systems and related
equipment attached to the improvements including electrical,
plumbing, heating, air conditioning and ventilation systems
(hereinafter the "Property").
2. Purchase Price. The Purchase Price for the Property
shall be One Million Seven Hundred Fifteen Thousand Five Hundred
and No/100 Dollars ($1,715,500.00) payable at closing by
execution of a Note in the form attached on Exhibit C secured by
a Mortgage on the Property in the form of attached Exhibit D.
3. Marina. It is understood and agreed that the Property
to be conveyed by the Seller to the Buyer hereunder includes all
of the Seller's interest in and to the marina being operated by
the Seller at the Property including all of the boat slips and
improvements constructed thereon and the boat slip leases. The
Seller shall assign to the Buyer the Seller's interest in any
Submerged Land Lease relating to same and any Boat Slip Leases
and the Buyer shall assume the obligations of the Seller
thereunder and indemnify and hold harmless the Seller from any
and all liability thereunder arising from and after the closing.
4. "AS IS". It is understood and agreed that the Seller
is not making any and has not at any time made any warranties or
representations of any kind or character, expressed or implied,
with respect to the Property, including but not limited to, any
warranties or representations as to habitability,
merchantability, fitness for a particular purpose, title, zoning,
tax consequences, latent or patent physical or environmental
conditions, utilities, operating history, valuations,
governmental approvals or the compliance of the Property with
governmental laws. The Buyer acknowledges and agrees that upon
closing the Seller shall sell and convey to the Buyer and the
Buyer shall accept the Property "AS IS, WHERE IS, WITH ALL
FAULTS." Upon closing, the Buyer shall assume the risk that
adverse matters, including but not limited to, construction
defects and adverse physical and environmental conditions, may
have not been revealed by the Buyer's investigations and the
Buyer, upon closing, shall be deemed to have waived, relinquished
and released the Seller from and against any and all claims,
demands, causes of action (including causes of action in tort),
losses, damages, liabilities, costs and expenses (including
attorneys' fees and court costs) of any and every kind or
character, known or unknown, which the Buyer might have asserted
or alleged against the Seller at any time by reason of or arising
out of any latent or patent construction defects or physical
conditions, violations of any applicable laws (including, without
limitation, any environmental laws) and any and all other acts,
omissions, events, circumstances or matters regarding the
Property. The Buyer agrees that should any cleanup, remediation
or removal of hazardous substances or other environmental
conditions on the Property be required after the date of closing,
the Buyer shall make no claim or demand against the Seller to
provide or pay for all or any part of such cleanup, removal, or
remediation.
5. Title Insurance. If the Buyer desires a Title
Insurance Policy to insure the interest in the Property to be
acquired by the Buyer hereunder, then the Buyer shall obtain such
title insurance at the Buyer's sole expense.
6. Closing. This transaction is to be closed as of June
30, 1997. On the date of closing, the Seller shall deposit with
the Escrow Agent a properly executed, witnessed and acknowledged
Quit-Claim Deed for the Property and a signed DR-219 Form to be
held by Xxxxxxx & Xxxxx as the Escrow Agent pursuant to an Escrow
Agreement, the form of which is attached hereto as Exhibit B.
The Buyer deposit with Xxxxxxx & Xxxxx as Escrow Agent the
properly executed, witnessed and acknowledged (where required)
Note and Mortgage in the form of attached Exhibits C and B.
Notwithstanding that the closing shall occur as of June 30, 1997,
in the event that at least 76 Charthouse Suites Interests as more
particularly described in that certain Prospectus dated
________________ are not sold on or before June 29, 1998, said
sale shall be rescinded and both parties shall be put in the same
position they would have been if the sale had not occurred. The
Buyer shall pay any costs necessary in order to accomplish said
recision.
7. Closing Costs. The Buyer shall pay for the cost of
documentary stamp taxes due on the Quit-Claim Deed, any premium
for Title Insurance which may be obtained by the Buyer and any
Survey which may be obtained by the Buyer.
8. Closing Prorations. All rents, water and sewer use
charges, real estate taxes and service contract charges shall be
prorated between the parties as of the date of closing. Accrued
income and expense, including taxes, for the day of closing shall
accrue to the Seller. Real estate taxes shall be prorated based
on the net general real estate taxes for the current year with
the greatest discount, if known, otherwise on the net general
real estate taxes for the preceding year with the greatest
discount. The Seller shall pay any installments of special
assessments which may be due with respect to the Property prior
to closing, and the Buyer shall be responsible for all other
special assessments.
9. Conveyance. The Property shall be conveyed by the
Seller to the Buyer by Quit-Claim Deed.
10. No Assignment. The Buyer shall not be permitted to
assign its rights in this Agreement without the prior written
consent of the Seller.
11. FIRPTA Compliance. At closing, the Seller shall
provide the Buyer with a "nonforeign certificate" stating that
the Seller is not a foreign person and setting forth the Seller's
taxpayer identification number in order to comply with IRC
Section 1445.
12. Further Actions. The parties hereto agree to do,
execute, acknowledge, and deliver and cause to be done, executed
and delivered all such further acts, assignments and transfers as
shall be reasonably required of them to carry out this Agreement
and give effect to its provisions.
13. Radon Gas. Radon is a naturally occurring radioactive
gas that when it has accumulated in a building in sufficient
quantity, 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.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be duly executed as of the date first above
written.
SELLER:
DECADE PROPERTIES, INC.
By:________________________________
BUYER:
CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
By:________________________________
