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EXHIBIT 6.9.1
CONTRACT FOR SALE AND PURCHASE
THIS CONTRACT FOR SALE AND PURCHASE ("this Contract"), made and entered
into by and among the following parties:
Seller: XXXX XXXX STAIRS AND XXXXX X. STAIRS, husband and wife (hereinafter
collectively referred to as "Seller")
Address: 0000 Xxxx Xxxxxxxx Xxxx., Xxxxxxx, Xxxxxxx 00000
Telephone: (407) __________________
Buyer: MIRACOM CORPORATION, a Nevada corporation authorized to do business
in Florida ("Buyer")
Address: 0000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxxxx,
Xxxxxxx 00000
Telephone: (000) 000-0000; Facsimile: (000) 000-0000
W I T N E S S E T H:
1. AGREEMENT OF PURCHASE AND SALE. The parties hereto acknowledge that
in December, 1997, the Seller had entered into an Agreement for Deed with
Xxxxxxx X. Xxxxx and Xxxxxxx X. Xxxxx A/K/X X & M Investments, a Florida
Partnership, ("Agreement for Deed") for the sale of the Property (as hereinafter
defined). On February 24, 1998, Xxxxxxx X. Xxxxx and Xxxxxxx X. Xxxxx A/K/X X &
M Investments assigned all of their right, title and interest under the
Agreement for Deed in and to the Property (as hereinafter defined) to
Xxxxxxxxxxx Investments, Inc. Thereafter Xxxxxxxxxxx Investments, Inc. assigned
all of its right, title and interest in and to the Property (as hereinafter
defined) to Miracom Corporation. The aforementioned documents have never been
recorded in the public records of Seminole County, Florida.
The parties hereto desire to memorialize the terms and conditions of
the sale and purchase of the Property (as hereinafter defined), as hereinafter
set forth. In consideration of the mutual covenants herein contained and other
good and valuable consideration the receipt and sufficiency of which are
acknowledged by Seller and Buyer, Seller agrees to sell and Buyer agrees to buy
the property described on attached Exhibit "A" (the "Property") upon and subject
to the terms of this Contract.
2. PURCHASE PRICE. The purchase price ("Purchase Price") for the
Property shall be Two Hundred Forty-Five Thousand and 00/100 Dollars ($245,000)
payable by Buyer to Seller as follows:
(a) An initial payment of One Thousand Dollars ($1,000)
was paid to Seller in December, 1997 in accordance
with the Agreement for Deed, the receipt of which is
hereby acknowledged by Seller; and
(b) The balance of the Purchase Price shall be paid to
Seller in immediately available funds on the Closing
Date.
3. TITLE. Prior to the Closing Date, Seller shall furnish a commitment
for a Standard Form Owner's Title Insurance Policy ("Commitment") issued by
Kampf Title and Guaranty Corporation, acceptable to Buyer, in its sole
discretion, agreeing to issue to Buyer, upon recording of the deed to Buyer, an
owner's policy of title insurance in the amount of the Purchase Price insuring
Buyer's title to
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the Property, subject only to liens, encumbrances, exceptions
or qualifications set forth in this Contract and those which shall be discharged
by Seller at or before closing. Seller shall convey marketable and insurable
title subject to matters which do not adversely affect Buyer's use of the
Property (collectively, "the Permitted Encumbrances"). Marketable title shall be
determined according to applicable Title Standards adopted by authority of the
Florida Bar and in accordance with law. The Commitment shall provide that all
"standard exceptions" (including standard exceptions for taxes and assessments
not shown in the public records, claims of unrecorded easements, parties other
than owner in possession, mechanic's liens and matters disclosed on accurate
survey, but excluding current real estate taxes) shall be deleted from the title
insurance policy when issued. Seller shall deliver to Title Company at closing
any affidavits or other documents reasonably required by Title Company to delete
said standard exceptions.
4. EXPENSES. Seller shall pay for (a) the documentary stamp taxes on
the deed; (b) preparation and recording of any instruments required to correct
objections to title; (c) the cost of issuing the Commitment and the premium and
other costs incurred in the issuance of the owner's title insurance policy; (d)
except as provided in Paragraph 17, attorneys fees incurred by Seller; and (e)
any other expense agreed herein to be paid by Seller. Buyer shall pay for (v)
recording the deed and any and all other documentation relating to the financing
of the acquisition of the Property; (w) the costs of the inspections of the
Property incurred by Buyer; (x), except as provided in Paragraph 17, attorneys
fees incurred by Buyer; and (y) any other expense agreed herein to be paid by
Buyer.
5. PRORATIONS. The parties hereto acknowledge that the Buyer is
currently in possession of the Property pursuant to the Agreement for Deed, as
assigned, and Buyer has been responsible for the payment of the current real
estate taxes since it took possession of the Property. Consequently the real
estate taxes for the year of Closing shall not be prorated. Certified, confirmed
and ratified special assessment liens as of closing are to be paid by Seller.
Pending liens as of closing shall be assumed by Buyer; provided, however, where
improvements have been substantially completed as of Date of Contract, such
pending liens shall be treated as certified and Seller shall be charged at
closing an amount equal to the last estimate by the public body of the
assessment for the improvement.
6. CONDITION OF PROPERTY. Buyer acknowledges and agrees that it is
buying the Property in its "AS-IS," "WHERE-IS" condition.
7. RISK OF LOSS. Buyer shall bear the risk of loss until closing. If
the Property or any portion or component thereof is damaged by fire or other
casualty before closing, Buyer, at Buyer's expense, shall cause all damage to be
repaired by a licensed contractor prior to closing.
8. BROKERAGE. Seller and Buyer each represents and warrants to the
other that no broker or finder has been engaged by it in connection with this
transaction. In the event a claim for broker's or finder's fee or commission is
asserted in connection with the negotiation, execution or consummation of this
Contract in violation of this representation and warranty, the party at fault
shall indemnify, save harmless and defend the other party from and against such
claim (including reasonable attorneys' fees and court costs at trial and upon
appeal).
9. CLOSING DATE. The Closing of this transaction shall occur on or
before May 6, 1999 ("Closing Date") at the offices of Kampf Title and Guaranty
Corporation, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000 at 2:00 p.m.
10. DOCUMENTS AT CLOSING. The following documents shall be executed and
delivered at closing:
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(a) Warranty Deed. Seller shall deliver a general warranty
deed for the Property (subject only to Permitted Encumbrances) duly executed and
acknowledged by Seller.
(b) Commitment Endorsement. Buyer must be able to obtain at
closing, as a condition to Buyer's obligation to close, an endorsement to the
Commitment which insures against the existence of defects in title which are
recorded between the effective date of the Commitment and the recording of the
Warranty Deed.
(c) Affidavits. Seller shall deliver the Affidavit required by
Paragraph 3 and an affidavit on behalf of Seller attesting to the absence of any
claim or suit (threatened or pending), judgment outstanding against Seller,
pending or anticipated bankruptcy or reorganization, pending or anticipated
assessments, financing statement, claim of lien or potential lienors known to
Seller.
(d) Other Documents. Seller shall deliver all other documents
required by this Contract or reasonably requested by Buyer or Title Company.
11. NON-FOREIGN STATUS. Seller acknowledges that Section 1445 of the
Internal Revenue Code of 1954, as amended, requires that a purchaser of real
property from a "foreign person" withhold at closing and pay to the Internal
Revenue Service a portion of the amount realized by the Seller. Therefore,
Seller agrees to provide at closing an Affidavit of Seller, or Seller's
principal partner, trustee or officer if Seller is not an individual, in form
required by Buyer, setting forth sufficient facts to establish whether or not
Seller is a "foreign person" within the meaning of said Section 1445, including
without limitation Seller's taxpayer identification number and principal
residence or business address. Seller agrees to make available to Buyer at
closing collected funds sufficient to permit compliance by Buyer with the
requirements of Section 1445 if Seller is a "foreign person". Seller represents
and warrants that Seller is not a "foreign person" within the meaning of said
Section 1445.
12. GOVERNING LAW AND VENUE. The laws of the State of Florida
(excluding its conflicts of laws provisions) shall govern the validity,
enforcement and interpretation of this Contract. Venue for any legal action in
connection herewith shall lie in Seminole County or the county wherein the
Property is located.
13. ENTIRETY AND AMENDMENTS. This Contract embodies the entire
agreement between the parties and supersedes all prior agreements and
understandings relating to the Property. This Contract may be amended only by
written instrument executed by the party against whom enforcement of the
Amendment is sought.
14. PARTIES BOUND. This Contract is binding upon and shall inure to the
benefit of Seller and Buyer, and their respective heirs, personal
representatives, successors and assigns.
15. DEFAULT.
(a) By Buyer. If for any reason not expressly authorized by
this Contract Buyer fails to perform timely this Contract, and such failure
continues fifteen (15) days after written notice thereof from Seller, Seller may
declare Buyer in default. In the event of such default by Buyer, Seller may
terminate the Contract and retain the One Thousand Dollar ($1,000.00) deposit in
2(a) as liquidated damages, whereupon all parties shall be relieved of all
obligations under this Contract. The receipt of the One Thousand Dollar ($1,000)
deposit and the termination of Buyer's rights under this Contract shall be
Seller's sole and exclusive remedy and recourse in the event of default by
Buyer. Seller hereby irrevocably waives all other rights and remedies including
without limitation suits for damages and/or specific performance.
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(b) By Seller. If for any reason not expressly authorized by
this Contract Seller fails to perform timely this Contract, and such failure
continues fifteen (15) days after written notice thereof from Buyer, Buyer may
declare Seller in default. In the event of such default by Seller, Buyer shall
have and may pursue all rights, remedies and recourses available at law or in
equity to an aggrieved party for breach of contract, or Buyer may terminate this
Contract.
16. NOTICES. Whenever this Contract requires or permits any notice or
request by one party to the other, the notice shall be written and deemed given
if sent to the party to be notified at the address set forth on the first page
hereof by (a) personal delivery, (b) overnight commercial courier, (c) certified
United States Mail, return receipt requested, or (d) telephonic facsimile.
Notice shall be deemed to have been given on the date it is given personally,
picked up by the overnight commercial courier, deposited in the mails as
provided above, or upon receipt of telephonic facsimile, whichever is first. In
lieu of notice to any party, notice may be given to the attorney for such party.
17. LITIGATION. In connection with any litigation arising out of this
transaction, the prevailing party shall be entitled to recover from the party
not prevailing the prevailing party's reasonable costs and attorney, paralegal
and expert fees incurred in all proceedings and at all levels.
18. SELLER ASSURANCES. Seller represents and warrants to Buyer as of
Date of Contract and as of closing that: (a) there is no judgment, claim,
litigation or proceeding pending or threatened against Seller or the Property;
(b) Seller received no notice of any violation of any law, ordinance, rule,
regulation or code applicable to the Property, or of any order or requirement of
any governmental agency having jurisdiction over the Property; (c) there are no
contracts, obligations or commitments which have not been disclosed in writing
to Buyer which will bind the Property or Buyer after closing; (d) there are no
attachments, executions or assignments for the benefit of creditors,
receiverships, or voluntary or involuntary proceedings in bankruptcy or pursuant
to any other debtor relief laws contemplated or filed by Seller or pending
against Seller or the Property, (e) there are no contracts outstanding for the
sale, exchange or transfer of the Property; (f) Seller alone holds fee simple
title to the Property free and clear of all defects and encumbrances other than
Permitted Encumbrances; (g) there exists dedicated access to the Property; (h)
this Contract constitutes a legal, valid and binding obligation of Seller and
the person(s) signing this Contract has full authority to do so; and (i) none of
the execution, delivery or performance of this Contract will result in a breach
of, or conflict with, the terms of any agreement to which Seller is a party, or
any judgment, decree, order or award of any court, governmental body or
arbitrator, or any law, rule or regulation applicable to Seller. Seller shall
indemnify, hold harmless and defend Buyer from and against all losses, claims
and liabilities resulting from the inaccuracy or breach of any of the
representations or warranties of Seller set forth in this Contract.
19. BUYER ASSURANCES. Buyer represents and warrants to Seller as of
Date of Contract and as of closing that: (a) Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada and is duly qualified and in good standing under the laws of the State of
Florida; (b) this Contract constitutes a legal, valid and binding obligation of
Buyer and the person(s) signing this Contract on behalf of Buyer have full
authority to do so; and (c) none of the execution, delivery or performance of
this Contract will result in a breach of, or conflict with, the terms of any
agreement to which Buyer is a party, or any judgment, decree, order or award of
any court, governmental body or arbitrator, or any law, rule or regulation
applicable to Buyer. Buyer shall indemnify, hold harmless and defend Seller from
and against all losses, claims and liabilities resulting from the inaccuracy or
breach of any of the representations or warranties of Buyer set forth in this
Contract.
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20. SURVIVAL. Except as otherwise provided in this Contract, all
covenants, representations and warranties of the parties made in this Contract,
as well as any other provisions hereof which relate to matters extending beyond
the closing of this transaction, shall survive closing and delivery of the deed.
21. CONTAMINATION. Seller has not utilized the Property, nor any part
thereof, to treat, deposit, store, dispose of, or place any hazardous
substances, as defined by 41 U.S.C.A. Section 9601(14) and other state and
federal environmental and safety laws; nor has Seller authorized any other
person or entity to treat, deposit, store, dispose of, or place any such
hazardous substance, as defined above, on the Property or any part thereof; and
to the actual knowledge of Seller, no other person or entity has treated,
deposited, stored, disposed of or placed any such hazardous substance on the
Property or any part thereof. If a release or threatened release of a hazardous
substance has occurred or hereafter occurs on the Property prior to closing,
without fault of Buyer, which subjects Buyer to liability, loss or claims under
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, 42 U.S.C.A. Section 9607, under the Florida Resource Recovery and
Management Act, Florida Statute Section 403.727 (1983), or under any other
statutory or common law, Seller agrees to indemnify, hold harmless and defend
Buyer from and against any such liability, loss and claims. Any conflicting
terms of this Contract to the contrary notwithstanding, in the event any
environmental report obtained by Buyer prior to closing discloses contamination
of any portion of the Property, Buyer shall have the option to terminate this
Contract by written notice delivered to Seller before closing and to receive the
Deposit, whereupon all further liabilities and obligations of the parties under
this Contract shall terminate.
22. RADON GAS DISCLOSURE. 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. Note: This paragraph is provided
for informational purposes pursuant to Section 404.056(8), Florida Statutes,
(1988).
23. COUNTERPARTS. This Contract may be executed in any number of
counterparts, any one and all of which shall constitute the Contract of the
parties and each of which shall be deemed an original.
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IN WITNESS WHEREOF, Seller and Buyer have executed this Contract on the
dates below.
WITNESSES: SELLER:
/s/ Xxxxxxx Xxxxx /s/ XXXX XXXX STAIRS
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Print Name: XXXX XXXX STAIRS
/s/ Xxxxxxx X. Xxxx
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Print Name:
/s/ XXXXX X. STAIRS
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Print Name: XXXXX X. STAIRS
Print Name:
BUYER:
MIRACOM CORPORATION, a Nevada corporation
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxx XxXxxxx
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Print Name: Name: Xxxxx XxXxxxx
Title: President
(Corporate Seal)
/s/ Xxxxxxx X. Xxxx
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Print Name:
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EXHIBIT "A"
LEGAL DESCRIPTION OF THE LAND
Lot 1 (less the South 37.65 feet) and the East 2.97 feet of Xxx 0 (xxxx xxx
Xxxxx 00.00 xxxx), Xxxxx 3, Tier 3, FLORIDA LAND AND COLONIZATION COMPANY
LIMITED, X. X. XXXXXXXX'X MAP OF THE TOWN OF SANFORD, according to the Plat
thereof as recorded in Plat Book 1, Pages 56 through 64, of the Public Records
of Seminole County, Florida.
TOGETHER WITH, all improvements located thereon.
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EXHIBIT "B"
PERMITTED EXCEPTIONS
1. General taxes for the year 1999 and thereafter, not yet due and
payable.
2. All matters as shown on the Plat of said Subdivision of FLORIDA LAND
AND COLONIZATION COMPANY LIMITED, X. X. XXXXXXXX'X MAP OF THE TOWN OF
SANFORD, according to the Plat thereof as recorded in Plat Book 1,
Pages 56 through 64, of the Public Records of Seminole County, Florida.
