EXHIBIT 10(ii)
CONTRACT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS CONTRACT FOR PURCHASE AND SALE OF REAL PROPERTY is made as of this
____ day of __________, 1997, (hereinafter referred to as "Contract"), by and
between GATEWAY PARTNERS #2, LTD., Debtor in Possession, U.S. Bankruptcy Court
for the Southern District of Florida, Case No.: 97-20543-BKC-RBR, (hereinafter
referred to as "Seller"), and VISUAL DATA CORPORATION, a Florida corporation,
(hereinafter referred to as "Buyer') of the following described property upon
the terms and conditions as stated herein:
A portion of Parcels "B" and "C", Gateway Industrial Center
No. 22, according to the Plat thereof as recorded in Plat Book
103, Page 2 of the Public Records of Broward County, Florida,
being more particularly described as follows:
Beginning at the Northwest corner of said Parcel "B", thence
South 0(degrees)West, along the West line of said Parcel "B",
a distance of 254.25 feet; thence South 89(degrees) 46' 38"
East, a distance of 327.00 feet; thence North 0(degrees) 07'
20" East, a distance of 208.82 feet to a point on the North
line of said Parcel "C" and a point on a curve; thence
Northwesterly along a curve to the right and along the North
lines of said Parcels "C" and "B", having a radius of 694.00
feet and a central angle of 6(degrees) 11' 10", an arc
distance of 74.93 feet; thence North 89(degrees) 46' 38" West,
along the North line of said Parcel "B", a distance of 267.54
feet to the Point of Beginning,
Said lands situate, lying and being in Broward County, Florida,
Together with all rights, title and interest in and to that
certain Ingress and Egress Easement recorded in O.R. Book
9861, Page 300 and O.R. Book 9861, Page 301, Public Records of
Broward County, Florida. Also known as 0000 X.X. 00xx Xxxxxx,
Xxxxxxx Xxxxx, Xxxxxxx 00000.
(hereinafter referred to as the "Property").
1. Purchase Price. ONE MILLION FOUR HUNDRED SEVENTY-FIVE THOUSAND DOLLARS
($1,475,000.00).
2. Terms and Conditions of Sale. THIS SHALL BE AN ALL CASH SALE WITH ALL
DEPOSITS PAID HEREUNDER TO BE APPLIED TO THE PURCHASE PRICE.
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3. (a) Deposit. The initial deposit on the purchase shall be TEN THOUSAND
DOLLARS ($10,000.00), which sum shall be held in escrow by Atlas, Xxxxxxxx, Trop
& Borkson, P.A. (hereinafter referred to as "Escrow Agent").
(b) Additional Deposit. The Additional Deposit of ONE HUNDRED THIRTY-SEVEN
THOUSAND FIVE HUNDRED DOLLARS ($137,500.00) shall be delivered to the Escrow
Agent on or before June 30, 1997.
4. The Property and the improvements thereon are being sold in "AS IS" condition
without any representations or warranties.
5. The current years taxes will be prorated at closing based upon the previous
years taxes and there will be no re-proration upon rendition of the current year
xxxx. Taxes, insurance, interest, assessments, rents (including the monthly rent
to be paid by the Buyer) and other expenses or revenues of said Property shall
be prorated as of the closing date.
6. It is understood and agreed that the Property is being sold and purchased
subject to the restrictions and limitations of record common to the neighborhood
and subject to any easements for public utilities, which may be of record, or
may become liens through pending litigation before consummation of Contract.
7. Conveyance of the Property shall be by Debtor-in-Possession's Deed. A copy of
the deed is being provided with the Contract.
8. The Seller will provide a prior owner's title policy, together with a title
up-date, at the Buyer's cost and expense. The Seller makes no representation as
to the status of the title to the property except that if the Contract for Sale
and Purchase is approved by the United States Bankruptcy Court for the Southern
District of Florida in connection with the bankruptcy proceeding of GATEWAY
PARTNERS #2, LTD., Case No. 97-20543-BKC-RBR, that conveyance will be made by a
"Debtor-in-Possession's Deed" pursuant to the Order of the Bankruptcy Court,
free and clear of all liens, encumbrances and other adverse interests, except
for the years taxes and subject to restrictions, easements and limitations of
record.
9. The Buyer acknowledges that the Property is being purchased from Seller
subject to the existing lease with MCI in the Property which will be assigned at
closing. There is another lease on the property in favor of Computer Horizons,
Inc., which the tenant has terminated and the Buyer takes subject to the
tenant's rights under its terminated lease. Any penalty for early termination
shall vest with the Seller.
10. The Seller will file a Motion with the United States Bankruptcy Court for
the Southern District of Florida in connection with the Bankruptcy Case; GATEWAY
PARTNERS #2, LTD., Case No.: 97-20543-BKC-RBR, for authorization to sell the
real property which is the subject matter of this Contract, free and clear of
liens and other interests, to the Buyer. This Contract is contingent upon the
approval of the United States Bankruptcy Court for the Southern District of
Florida authorizing the sale of the property by the Seller to the Buyer free and
clear of liens and other interests. The sale is also subject to and contingent
upon the Seller giving notice to
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certain creditors and other interested parties as required by the Bankruptcy
Court and his/her/their not receiving any higher or better offers for the
purchase of the Property.
11. Property Information. Within seven (7) days following the execution hereof,
Seller will deliver to Buyer, to the extent they exist or are available to
Seller, the documents listed below (all of said documents sometimes collectively
herein referred to as the "Property Information") and Seller hereby warrants
such Property Information is true and correct (such warranty to survive the
"Closing"):
(a) A current rent roll reflecting prepaid rent, security
deposits, delinquencies, base rent escalations and percentage
rent, if any, and historical occupancy reports for the periods
covered by the financial statements and current year operating
statements;
(b) Copies of all leases and instruments modifying or extending
leases and access to lease files;
(c) As-built plans and specifications of all ongoing improvements
to the Property, including renovation schedules, contracts,
permits and cost breakdowns;
(d) All existing soil and environmental reports;
(e) All existing engineering reports, including, but not limited
to, existing and proposed structural, plumbing, electrical,
mechanical and civil;
(f) Copies of all maintenance, service, employment and vendor
contracts;
(g) Utility availability and capacity letters from the appropriate
authorities concerning water, waste water, electricity
telephone and gas to the extent the same may be obtained from
the relevant governing body;
(h) Copies of real estate tax bills and real estate tax
information for the current and three (3) preceding fiscal
years;
(i) The most recent metes and bounds, as-built and perimeter
surveys, as well as existing and proposed plot plans in the
Seller's possession;
(j) Copies of all pleadings for pending or notice of threatened
litigation affecting the Property;
(k) Certificates of Occupancy for the Property; and
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(l) Such other data, information, plans, files, letters and
materials pertaining to the renovation or operation of the
Property or the ownership or debt with respect to the Property
as Buyer shall reasonably request.
12. Mortgage Contingency and Feasibility Study.
(a) The Buyer shall have sixty (60) days from June 10, 1997,
(hereinafter referred to as "The Termination Date") to obtain a mortgage upon
terms and conditions acceptable to Buyer; and to perform a feasibility study and
inspect the Property and the Property Information. Buyer and its representatives
shall take reasonable precautions so that its inspections of the Property and
Property Information shall cause no damage to the Property. Any entry made on
the Property by Buyer or its representatives shall be upon reasonable notice to
Seller and at reasonable times and at the sole risk of Buyer. Buyer hereby
indemnifies and exonerates Seller from all losses, claims, liabilities, actions,
demands, costs, and expenses, including reasonable attorney and paralegal fees
and expenses, arising therefrom or in connection therewith, including any entry
upon the Property by agents or contractors of Buyer or their sub-agents or
sub-contractors. Buyer shall pay for all work and inspections performed on or in
connection with the Property and shall not permit the creation of any lien in
favor of any contractor, materialman, mechanic, surveyor, architect, laborer or
other lienor. Seller shall permit Buyer's agents, employees and consultants full
access to the Property and all financial, marketing and operating records.
(b) Buyer may inspect the Property, review the Property
Information and conduct such studies and tests with respect to the Property,
including, without limitation, environmental, structural and engineering studies
as Buyer may require. At any time through the Termination Date, the Buyer may,
based upon the results of such studies, its lease audit or otherwise, but in any
event in its sole and uncontrolled discretion, choose to refrain from proceeding
with acquisition of the Property. In such event, upon notice as set forth below,
this Contract shall become null and void and all Deposits shall be immediately
returned to the Buyer.
If the Buyer chooses to proceed with the acquisition
of the Property, the Deposit (together with any Additional Deposit and interest
thereon, if any, which may be paid) will become non-refundable and credited
against the Purchase Price at closing. If following the execution of this
Contract, but prior to the Termination Date, Buyer determines in its sole
discretion that the Property or any of the Property Information is not
satisfactory to Buyer, Buyer shall have the right to give written notice to
Seller and elect to terminate this Contract; provided such notice is postmarked
or delivered to Seller on or before the Termination Date. In the event that such
notice is given by Buyer in accordance with the foregoing, then in that event,
the Deposit and any interest thereon shall be promptly returned to Buyer, and
upon such repayment, this Contract shall terminate and Buyer shall promptly
deliver and return to Seller (at no cost or expense to Seller) all Property
Information and any plans, correspondence, surveys, drawings, and other
materials obtained by or on behalf of Buyer with respect to the Property. TIME
SHALL BE DEEMED OF THE ESSENCE FOR THE PURPOSES OF THIS SECTION WITH RESPECT TO
THE EXERCISE OF THE RIGHT TO TERMINATE BY BUYER
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HEREUNDER. If, for any reason, Buyer shall not timely exercise its right to
terminate prior to the Termination Date in accordance with the terms and
conditions of this paragraph, Buyer shall conclusively be deemed to have
approved all aspects of the Property and the Property Information, and have
agreed to purchase the Property in its "as-is" condition, "with all faults" as
of the Closing Date, and the right of Buyer to terminate under this paragraph
shall be deemed to have been waived by Buyer for all purposes hereof.
(c) Buyer's obligations under this paragraph shall survive the
Closing or the termination of this Contract.
13. Any escrow agent receiving funds or equivalent is authorized and
agrees by acceptance of them to deposit them promptly, hold same in escrow and,
subject to clearance, disburse them in accordance with terms and conditions of
this Contract. Failure of funds to clear shall not excuse Buyer's performance.
If in doubt as to Agent's duties or liabilities under the provisions of this
Contract, Agent may, at Agent's option, continue to hold the subject matter of
the escrow until the parties hereto agree to its disbursement or until a
judgment of a court of competent jurisdiction shall determine the rights of the
parties, or Escrow Agent may deposit same with the clerk of the circuit court
having jurisdiction of the dispute. Upon notifying all parties concerned of such
action, all liability on the part of Escrow Agent shall fully terminate, except
to the extent of accounting for any items previously delivered out of escrow. If
a licensed real estate broker, Escrow Agent will comply with provisions of
Chapter 475, F.S., as amended. Any suit between Buyer and Seller wherein Escrow
Agent is made a party because of acting as Escrow Agent hereunder, or in any
suit wherein Escrow Agent interpleads the subject matter of the escrow, Escrow
Agent shall recover reasonable attorney's fees and costs incurred with these
amounts to be paid from and out of the escrowed funds or equivalent and charged
and awarded as court costs in favor of the prevailing party. The Agent shall not
be liable to any party or person for misdelivery to Buyer or Seller of items
subject to the escrow, unless such misdelivery is due to willful breach of the
provisions of this Contract or gross negligence of Escrow Agent.
14. Closing. Closing Date shall be on or before fifteen (15) days from
the Termination Date. Closing shall take place at the law offices of Atlas,
Xxxxxxxx, Trop & Borkson, P.A., 000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 0000, Xxxx
Xxxxxxxxxx, Xxxxxxx 00000.
15. Rent and Preclosing Occupancy. The Buyer shall have the obligation
to pay the Seller the sum of TEN THOUSAND DOLLARS ($10,000.00) per month (triple
net) from the date three (3) days following the approval by the Bankruptcy
Court, however, no earlier than June 10, 1997 (hereinafter referred to as the
Rent Period). During this Rent Period, the Buyer shall have the right to
possession of the Property (other than the premises under lease to MCI).
Payments shall be made each month on the commencement of the monthly anniversary
of the Rent Period. In the event the Buyer fails to make the payment within
three (3) days written notice from Seller from the rent due date, Buyer shall be
deemed to be in default under the terms of this Contract and Buyer agrees to
immediately vacate the Property. The full terms of the rental agreement are
attached hereto as Exhibit "A".
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16. Notice. Notice must be given by certified mail return receipt
requested, as follows:
To Seller: GATEWAY PARTNERS #2, LTD.
Copy To: XXXXXX XXXXX XXXXXX, P.A.
000 Xxxxxxxxx Xxxxx Xxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
To Buyer: VISUAL DATA CORPORATION
Suite 3A
0000 Xxxxx Xxxxx Xxxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: XXXXX XXXXXX
Copy To: ATLAS, XXXXXXXX, TROP & BORKSON, P.A.
000 Xxxx Xxx Xxxx Xxxxxxxxx
Xxxxx 0000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attention: XXXXXXX X. XXXXXXXXXXXX, ESQ.
17. This Contract shall be binding upon both parties, the Seller and
the Buyer, their heirs, executors or assigns, when approved by the United States
Bankruptcy Court for the Southern District of Florida.
18. The Seller agrees subject to Bankruptcy Court approval to pay a
brokerage commission totaling six percent (6%) which shall be divided equally
between Xxxxx Real Estate and Management Corporation and the Broker, Xxxx
Xxxxxxx, or in such amount as may be approved by the United States Bankruptcy
Court for the Southern District of Florida, said commission to be payable only
upon closing.
IN WITNESS WHEREOF, the parties hereto have duly executed this Contract
as of the dates set forth below.
BUYER:
VISUAL DATA CORPORATION
________________________________ BY:_____________________________
Witness Name:
________________________________ Title:
Witness
Date of Execution:_________________
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SELLER:
GATEWAY PARTNERS #2, LTD.
________________________________ BY:______________________________
Witness Name:
________________________________ Title:
Witness
Date of Execution:_________________
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ADDENDUM TO CONTRACT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS IS AN ADDENDUM to that certain Contract for Purchase and Sale of
Real Property dated May 30, 1997, by and between GATEWAY PARTNERS #2, LTD.,
Debtor in Possession, U.S. Bankruptcy Court for the Southern District of
Florida, Case No.: 97- 20543-BKC-RBR, (hereinafter referred to as "Seller"), and
VISUAL DATA CORPORATION, a Florida corporation, (hereinafter referred to as
"Buyer").
1. The parties hereto agree that the Buyer shall have a thirty
(30) day extension (until July 30, 1997) to deliver the
Additional Deposit to the Escrow Agent.
2. The Seller will file a Motion with the U.S. Bankruptcy Court
for the Southern District of Florida, Case No.:
97-20543-BKC-RBR, for the approval of this extension by the
Bankruptcy Court.
3. The parties agree that all other terms and conditions of the
Contract for Purchase and Sale of Real Property shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Addendum
as of the dates set forth below.
BUYER:
VISUAL DATA CORPORATION
________________________________ BY:_____________________________
Witness Name:
________________________________ Title:
Witness
Date of Execution:_________________
SELLER:
GATEWAY PARTNERS #2, LTD.
________________________________ BY:______________________________
Witness Name:
________________________________ Title:
Witness
Date of Execution:_________________
