Exhibit 10.5
AGREEMENT FOR PURCHASE AND SALE
THIS AGREEMENT is made by and between JTA, Inc. (a Florida corporation)
("Seller"), and MobileVest, Inc. (A Florida Corporation) ("Buyer")
RECITALS
Seller is the fee owner of a parcel of real property located in the
County of Orange, State of Florida. The property is currently operated as a
rental Mobile Home Park commonly known as "Wheel Estates Mobile Manor" (the
"Park"). The property has a street address of 0000 Xxxxxx Xxxxxxx Xxxxx Xxxxxxx,
Xxxxxxx 00000. Buyer wishes to buy and seller wishes to sell the aforesaid
property on the terms and conditions set forth in this agreement.
AGREEMENTS:
NOW THEREFORE, in consideration of the foregoing recitals, and in further
consideration of the mutual covenants hereinafter set forth, the parties hereby
agree as follows:
Article 1. Purchase and Sale
1.1 Purchase and Sale. Buyer agrees to purchase and
Seller hereby agrees to sell, transfer, and convey to
Buyer the Property (as hereinafter defined) on the
terms and conditions set forth in this Agreement, the
date of execution by Buyer and Seller will be
referred to as the "Effective Date".Buyer's agreement
contingent upon financing in the amount of $684,000
within 60 days of the effective date.
1.2 Property Defined. As listed in this Agreement the
terms "Property" includes the entire right and title
and interest of Seller in the following:
1.2 Land and Improvements. The land described in the
legal description attached as Exhibit "A" to this
Agreement (the "Land") together with all buildings,
structures and improvements located thereon and
together with all air, and mineral rights, if any,
and all tenements, privileges thereunto belonging or
in any way appertaining thereto owned by the Seller,
including fifty three (53) mobile home sites club
house and any mobile homes owned by the Seller, (But
not including any mobile homes owned by tenants, or
any appurtenances or attachments thereto) (the
"Improvements"). All mobile homes and other
improvements while subject to full inspection by the
Buyer, will be sold "as is".
1.2.3 Fixtures and personalty, etc. Fixtures, equipment,
utilities, transmission systems and personalty owned
by Seller, located on or about the Property and
ordinarily used in conjunction with the operation
thereof, including fixtures, equipment, vehicles, and
personalty. Within seven (7) calendar days from the
effective date, the parties shall agree upon a list
of fixtures which than shall be attached to this
agreement as Exhibit "B". All such equipment will be
sold "as is".
1.2.4 Streets and Roads. All right, title and interest of
Seller, if any, in land lying in the bed of any
street, road or avenue, open or proposed, at the foot
of or adjoining the property, to the center line
thereof, including, but not limited to easements for
ingress and egress.
1.2.5 Condemnation Awards. Any pending or future
condemnation awards to be made in lieu thereof, if
any and any unpaid award for damages to the Property
by reason of any change of grade of streets.
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1.2.6 Rental Agreements, etc.. All rental agreements,
leases, or tenancies of every kind, whether evidenced
by a written lease, prospectus or verbal agreement,
now or hereafter affecting or encumbering the
Property (collectively the "Rental Assignment").
Within five (5) days from the Effective Date a
schedule of the rental agreements showing the current
lot rents by lot number, names and addresses of all
lot renters. The current payment status of each lot
renter, showing delinquencies, if any, a copy of each
form of written lease in use in the Park, and an
identification of which lots are encumbered by
written leases, and a copy of the most recent Notice
of Increase in Lot Rental Amount shall be attached
hereto as Exhibit "C" (the "Rent Schedule").
1.2.7 Trade Name. Seller's rights in the name "Wheel
Estates Mobile Manor".
Article 2 - Purchase Price; Payment
2.1 Purchase Price. The purchase price for the property
will be eight hundred fifty five thousand dollars
($855,000.00) (the "Purchase Price"), payable at
closing in cash or certifiable funds. The Purchase
price will be allocated among the assets being
purchased and sold pursuant to an allocated schedule
to be agreed upon between the parties during the
Inspection Period.
2.2 Buyer will deposit Five Thousand ($5,000.00) with the
Escrow Agent (hereinafter defined) within fifteen
days (____) of the Effective Date. The foregoing sum
is referred to in this Agreement as the "Escrow
Deposit" and will be credited in Buyer and paid to
Seller at closing, subject to the terms of this
Agreement.
2.3 At closing Buyer will pay to Seller a sum sufficient
to pay the balance of the Down Payment after credit
for the Escrow Deposit and prorations, credits, and
adjustments otherwise permitted or required by this
Agreement, by certified or cashier's check drawn on a
Florida banking institution, or wire transfer of
immediately available funds received by Seller prior
to 2:00 p.m. EDT of the day of closing.
2.4 Escrow Agent. Century 21 Xxxx Xxx Realty, Inc. Shall
act ass escrow Agent under this Agreement. The sole
responsibility of
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the Escrow Agent shall be to deposit the Escrow
Deposit into an account with a local bank upon
execution and delivery of all forms and documents
necessary to do so and to disburse said funds
according to the terms of this Agreement. The Escrow
Agent shall notify the parties hereto of the date of
deposit, name of institutions, and current interest
rate within (f) days of deposit. In the event of a
breach of this Agreement by either Seller or Buyer,
or if in the sole discretion of the Escrow Agent,
some doubt exists as to when, to whom, or under what
circumstances such Escrow Deposit shall be disbursed
hereunder, and the parties hereto are unable after
twenty(20) days' prior written notice thereof from
Escrow Agent to agree and direct Escrow Agent, in
writing, as to when, to whom or under what
circumstances Escrow Agent shall disburse the same.
Escrow Agent shall be entitled to interplead said
Escrow Deposit into the Circuit Court of Pasco
County, Florida, without further liability or
responsibility on its part. Costs, expenses, or
attorney's fees incurred by Escrow Agent in
connection with any such Interpleader may be deducted
by the Escrow Agent from the amount of the Escrow
Deposit prior to its deposit into the registry of the
Court. In any event, however, all parties agree that
Escrow Agent shall have no liability or any further
responsibility to any party or person whomsoever for
any disbursement of the Escrow Deposit made by the
Escrow Agent in good faith unless such disbursement
shall constitute a willful breach of the duties and
obligations of Escrow Agent under this Agreement, or
gross negligence on the part of the Escrow Agent. In
the event of any default by the Buyer, any costs,
expenses or attorney's fees deducted by Escrow Agent
from the escrow deposit shall be reimbursed and paid
by the Buyer to the Seller in addition to all
other remedies and damages.
Article 3 - Title
3.1 the Seller shall at Sellers expense, at closing
delivery to the buyer, an owner's title policy issued
by a Florida licensed title insurer. The binder and
attached policy will be issued at the minimum
promulgated rate and shall be in an amount equal to
the amount of the purchase price. The policy and
binder shall be in a current ALTA standard form "B".
The policy shall inure marketable title to the Buyer.
3.2 Seller shall pay the premium for the policy of title
insurance to be issued to buyer at Closing.
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Article 4 - Warranties and Representations
4.1 Personal Property. Seller is the sole owner of the
Fixtures and Personalty, free and clear of any
security interests except Seller's current first
mortgage, if any.
4.2 No Assessments. Except as provided in the title
commitment and any permitted title exceptions, the
property is free from unpaid special assessments,
including without limitation, those for construction
and hook up of sewer, water, gas, electric lines, and
mains, streets, and to the best knowledge of Seller,
none have been proposed. Notwithstanding anything
else contained in this contract, attached as exhibit
"D" is a list of vacant lots which are included in
the subject property description. No representations
regarding impact fees for those lots are made and
they shall be the Buyers responsibility.
4.3 Compliance with existing laws. To the best of Sellers
knowledge in connection with the operation and
management of the Property, Seller possesses all
licenses permits, and approvals, particularly under
Chapter 723 of the Florida Statutory Code (the
"Authorization") required to own, operate, use or
maintain the Property as a rental RV Park. If
transferable, all such Authorizations will be
transferred and assigned at Closing to the Buyer.
Seller has not received any written notices of any
violation of any requirements of any government or
governmental agency with respect to the operation,
use, maintenance, condition, or operation of the
Property or any part thereof, or requiring any
repairs or alterations, other than as otherwise set
forth in, or disclosed pursuant to this agreement.
4.4 Sites. The property contains and is licensed to
contain fifty three (53) mobile home sites.
4.5 Public Utilities. Seller represented and warrants
electric suitable for part use on all lots, and all
traffic impact fees for all lots are paid in full.
4.6 Pending Litigation. Seller is not now as party to any
litigation or proceedings affecting the Property, and
to the best of Sellers knowledge none are threatened
which would affect the operation of the subject
property.
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4.7 Environmental. To the best of Sellers knowledge.
Seller has not violated in any material way in its
use ownership, or operation of the Property, any
applicable federal, state, or county statutes, laws,
or regulations relating to environmental matters.
Seller has not received any notice or correspondence
from any governmental agency pertaining to hazardous
materials, including notices of injury, potential
proceeding or other action regarding the condition of
the property.
4.8 Business Operations. From the Effective Date to the
Closing, Seller will conduct is business in the
ordinary course subject to terms of this Agreement.
During such period will continue to maintainer and
repair the property in at least the manner in which
Seller has previously maintained and repaired the
Property, ordinary wear and tear excepted, (excluding
the waste water plant and portable water system as to
which this paragraph shall not apply).
4.9 Events Pending Closing and Further Information.
Seller agrees to notify Buyer immediately, in
writing, of any event or condition of which Seller
has knowledge and which occurs prior to Closing
hereunder, which causes a material change in the
facts relating to, or the truth of any of the above
representations.
4.10 Inspection & "AS IS". Buyer acknowledges that it is
knowledgeable and experienced about properties
similar to the Property and that subject to those
representations of Seller set forth herein, it is
relying entirely on its own expertise, and
inspection, and subject only to such representations
takes such property "as is".
Article 5 - Defaults, Remedies
5.1 Default of Buyer. In the event that buyer defaults
with respect to the performance of its obligations
under this Agreement, within the time specified,
including the payment of all deposits, the Escrow
Deposit paid by Buyer and any deposits agreed to be
paid, may be recovered and retained by and for the
account of the Seller as agreed upon liquidated
damages, consideration for the execution of this
Agreement and in full settlement of any claims;
whereupon Buyer and Seller shall be relived of all
obligations under this Agreement, or at Seller's
option, may proceed in equity to enforce Seller's
rights under this agreement. Seller shall have any
other rights or remedies allowed in law or equity.
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5.2 Default of Seller. In the event that Seller defaults
with respect to the performance of its obligations
under this Agreement or refuses to perform this
Agreement, the Escrow deposit will, at the election
of buyer, be returned to Buyer on demand to Escrow
Agent, or buyer will have the right to xxx Seller for
Specific performance of this agreement, or elect any
other remedy provided by law.
5.3 Attorney Fees and Costs. In the event of default of
either party herein under this agreement, the
prevailing party, in addition to all other remedies
as provided herein, or at law or equity, shall be
entitled to all costs, attorney fees and expenses
incurred herein as a result of, or in connection with
any breach, including, but not limited to all
litigation costs and attorney fees.
Article 6 - Closing Escrow, Closing Documents
6.1 Closing Date Closing will take place on or before
ninety (90) days from the effective date of this
contract. The Closing of this transaction will take
place at the Zephyrhills office of the escrow agent,
or at such other place as mutually agreed to by the
parties.
6.2.3 At the Closing the Seller and as applicable, buyer
shall execute and deliver the following documents in
form acceptable to Buyer.
6.2.4 Sellers Documents
6.2.4 (a) A general warranty deed conveying title to the
Property to buyer, subject only to easements and
restrictions of record.
6.2.4 (b) A general assignment and assumption by Buyer of
all Rental Agreements.
6.2.4 (C) A xxxx of sale with full title warranties from
Seller to Buyer, conveying the personal property
scheduled in the inventory of personal property
attached as exhibit "B".
6.2.4 (d) A closing statement showing the full purchase
price, and amounts by which the cash portion of the
purchase price will have been completed as of the
Closing Date in the following manner:
A. A current real and personal property taxes
and other assessments relating to the
Property will be prorated as of the day of
Closing.
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B. All utility charges will be prorated between
the parties (other than impact fees and
conversion fees which shall be the sole
responsibility of the Buyer).
C. Rents will be prorated as of the day of
closing.
D. Contracts assumed by the Buyer will be
prorated between parties through the day of
Closing.
E. Seller will pay for affixing documentary
stamps to the deed to Buyer, and the cost of
recording any corrective instruments, buyer
will be responsible for the cost to record
the deed to the Property, stamps, intangible
tax & recording fees on any note or mortgage
document.
F. The title insurance premiums for the owner's
policy standard coverage issued pursuant to
the Title Commitment policy will be paid by
the Seller. The Buyer will pay for any
mortgage endorsements it may require.
G. An assignment from Seller to Buyer of all
assignable warranties, claims, guarantees,
if any, on any improvements, fixtures and
personalty included in the Property that
have not expired by lapse of time.
H. A worn affidavit of Seller, prepared against
construction liens.
I. Any such other documents as required to
consummate this agreement.
Article 7 - Brokerage
Buyer and Seller warrant to each other that they have no knowledge of
any real estate broker or agent involved n this transaction or any
commission due or to become due as a result thereof except for Century
21 Xxxx Xxx Realty, Inc. And shall be paid by the Seller, pursuant to a
separate agreement. Each party agrees to indemnify, defend and hold
harmless the other party hereto from any and all loss damage, cost or
expense, including reasonable attorney fees that the other party may
sustain or incur by reason of any claim for a commission by through or
anyone claiming through, or under the indemnifying party.
Article 8 - Conditions Precedent to Buyers Obligation to Close
8.2 Inspection Period: Buyer shall have thirty (30) days
(the
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"Inspection Period") from the Effective Date in which
to have such inspections of the Property performed as
Buyer shall desire. Buyer acknowledges and agrees
that the inspection period is sufficient time to make
all inspections of the Property deed necessary by
Buyer prior to Closing. If Buyer determines that the
condition of the Property is not acceptable to Buyer,
Buyer may cancel this Agreement by written notice. If
Buyer has not given notice to Seller canceling this
Agreement on or before the last day of the inspection
period, buyer shall be deemed to have approved its
inspections and waived its right to cancel this
Agreement. In the event the Buyer provides written
notice prior to expiration of the inspection Period
of its intent to cancel this Agreement, the Escrow
deposit shall be returned to Buyer, and buyer and
Seller shall be released of all further obligations
under this Agreement.
Article 9 - Assignment
9.1 Right to Assign Prior to expiration of the inspection
period, the Buyer shall have the right to assign this
their rights under this Agreement to a Florida
corporation or other legal entity, that assumes fully
the buyers obligations hereunder.
Article 10 - Miscellaneous
10.1 Time of the Essence Time is of the essence in this
Agreement and each of its provisions.
10.2 Notices Any notice or demand which must or may be
given under this Agreement or by law must be in
writing and will be deemed to have been given when
delivered in person by hand delivery with receipt
obtained, or by facsimile to the parties at there
respective fax numbers below, or by overnight
delivery next guaranteed, or by being placed in
United States Mail Certified Mail Return Requested,
and in each event to the respective parties at the
following addresses:
IF TO SELLER: Xxxxx XxXxxxxxx
00000 Xxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxx 00000
Facsimile: (000)000-0000
IF TO BUYER: Xxxxx Xxx
c/o Mobilevest, Inc.
0000 X.X. Xxxxxxx 00, Xxxxx 000
Xxx Xxxx Xxxxxx, Xxxxxxx 00000
Facsimile: (000)000-0000
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IF TO ESCROW
AGENT: Century 21 Xxxx Xxx Realty, Inc.
0000 Xxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
10.3 Radon Gas As provided by Florida law, the following
disclosure is inserted in this Agreement: "RADON GAS:
a radon is a naturally occurring radioactive gas hat
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 testing may be obtained from your
county public health unit.
10.4 Effective Date Unless otherwise set forth herein, the
Effective Date shall be the date of this agreement is
executed by the last of the parties to so execute
this Agreement.
10.5 Counterpart Execution Facsimile: This Agreement may
be executed in several counterparts each of which
shall be fully effective as an original and all of
which together shall constitute one and the same
instrument. A facsimile copy of this Agreement or any
portion hereof, including the signature page of any
party, shall be deemed an original for all purposes.
Article 11 - Time for Acceptance
This Agreement and the Buyer & Seller's obligations are
contingent upon Seller's acceptance within five (5) days of the presentation of
this contract.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year set forth below.
SELLER
Xxxxxxxxx Xxxxx By: /s/ Xxxxxxxxx Xxxxx
--------------------------- ----------------------------
Print Name: Xxxxxxxxx Xxxxx Dated: 4/27/99
---------------- -------------------------
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BUYER
MOBILEVEST, INC.
/s/ Xxxx Xxxxxx By: /s/ Xxxxx X. Xxx
--------------------------- ----------------------------
Printed Name: Xxxx Xxxxxx Dated: 4/27/99
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ACCEPTANCE BY ESCROW AGENT
The undersigned escrow Agent (as defined in the Agreement) hereby
accepts and acknowledges receipt of the Escrow Deposit and agrees to hold the
same in escrow subject to the terms of this Agreement, this _______ day of
____________, 1999.
Century 21 Xxxx Nys Realty, Inc.
By:____________________________
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