EXHIBIT 10.7
REAL ESTATE PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement ("Agreement") is made as of the _____
day of December, 2001, by and between Xxxxxx Xxxxxxxxxx and/or Assigns,
("Buyer") and National Residential Properties, Inc., a Nevada corporation
("Seller").
1. Sale of Property. Seller agrees to sell and Buyer agrees to
purchase, subject to the terms and conditions of this Agreement, certain
property in Bay Harbor Islands, Miami-Dade County, Florida, consisting of two
lots (Lots 17-18, of Block 9, Bay Harbor Islands, Pint Book 46, Page 5, of the
Public Records of Miami-Dade County, Florida), together with all plans,
construction drawings and marketing materials and studies already prepared by
Seller for the project known as "Residences at Bay Harbor," collectively the
"Property". (If Seller has prepared condominium documents for "Residences at Bay
Harbor" these shall also become part of the sale.)
2. Purchase Price. The purchase price is $2,250,000.00, payable in cash
(by wire transfer or cashier's check) at closing, subject to adjustment on
account of closing prorations.
Buyer shall pay an initial deposit of $20,000.00 to the Langen
& Langen, P.A. Trust Account upon the Seller's execution of this Agreement.
Within 120 days of the effective date, Buyer shall pay further $180,000.00
deposit to the Langen & Langen, PA. Trust Account, bringing the total deposit to
$200,000.00.
3. Inspection Period. Buyer shall have until February 28, 2002, to
perform and review existing studies and to make inspections to determine, in its
sole discretion, if the Property is suitable for its purposes (including,
without limitation, market studies, environmental reports, soil tests, site
plans, architectural drawings, governmental permit availability, economic
feasibility, contractor suitability and availability of project financing). (The
"Inspection Period"). Seller grants Buyer and Buyer's representatives the right
to go on to the Property to conduct its site studies. Buyer agrees to restore
the Property substantially to its original condition after completion of such
tests and further agrees that no liens shall be permitted to be attached to the
Property as a result of any such activities. Seller also grants Buyer and
Buyer's representatives the right to enter the Property up to and including the
Closing. Buyer further agrees to indemnify, defend and hold Seller harmless from
any damages or liabilities arising from injuries or property damage caused by
activities of Buyer or its representatives in pursuing the activities permitted
under this paragraph.
If Buyer determines, in its sole discretion, that the Property
is unsuitable for its proposed development and gives written notice of this to
Seller not more than ten (10) days after the end of the Inspection Period, then
this Agreement shall terminate, any and all deposits shall be returned to Buyer,
and neither party shall have any further obligations to the other, except that
Buyer's indemnity in the preceding paragraph shall not be extinguished.
Seller agrees to cooperate with Buyer in connection with any
permitting or other necessary applications to governmental agencies, so long as
Seller incurs no financial obligations thereby and so long as the Property is
not burdened by any such rezoning or permitting prior to closing without
Seller's written consent.
Seller agrees to permit Buyer to erect a sign advertising the
sale of the condominium units of "Residences at Bay Harbor" and to conduct any
and all sales activity to determine the public's level of interest in the
project. During the inspection period, Buyer shall have the right to contract
with individual unit buyers to sell units in "Residences at Bay Harbor" provided
Buyer insert a clause in the individual contracts advising the individual unit
buyers that Buyer is not yet the owner and that Buyer shall have the right to
cancel these contracts in the event it elects not to go forward with the
closing.
4. Title Commitment and Survey. Within 3 days from the Effective Date,
Buyer shall, at its expense, order an ALTA title insurance commitment in the
amount of the purchase price issued on a national title company ("Title
Company") with copies of all exceptions to title.
Buyer shall give Seller written notice on or before 30 days
from the Effective Date (or any update prior to Closing which discloses new
exceptions) of any condition of title (exceptions or requirements) that renders
title to the Property unmarketable in accordance with the standards customarily
utilized within the State of Florida. Similarly, Buyer shall have 30 days after
obtaining the survey as described below to notify Seller of any unsatisfactory
survey matters. If such notice is given, Seller shall diligently undertake, at
its expense to resolve such matters to Buyer's satisfaction; provided, however:
Seller shall not be required to expend more than $100,000.00 to cure such
defects and provided, further, that mortgages, other liens, or matters subject
to discharge by payment of a liquidated sum shall not be subject to such
limitation and may be discharged at closing. If Seller is unable with the
exercise of due diligence to resolve such matters within 60 days after Buyer's
notice, then Buyer may, at its option, either (1) accept title subject to the
objections raised by Buyer, without any adjustment in the Purchase Price, or (2)
terminate this Agreement, whereupon the Deposit shall be returned to Buyer, or
(3) work with Seller to satisfy unacceptable matters and postpone the Closing
Date for the time period required to satisfy such matters.
5. Representations and Warranties of Seller. Seller represents and
warrants to Buyer the matters described below and shall promptly notify Buyer of
any new information relevant to such matters through Closing.
A. Seller's Title. Seller holds good and marketable fee simple
title to the Property, free and clear of all liens, restrictions and
encumbrances except as specifically disclosed in the Title Commitment.
B. Adverse Information. Except as specifically disclosed
elsewhere in this Agreement, Seller has received no written notice of any
special assessment proceedings and has received no written notice of (i) any
change contemplated in any applicable laws, ordinances, or regulations, (ii) any
judicial or administrative action, or (iii) any action by adjacent landowners,
which affect the property.
C. Closing Documents. All documents to be executed by Seller
and Buyer at Closing will be, (1) duly authorized, executed and delivered by
Seller and Buyer, (2) legal, valid, and binding obligations of Seller and Buyer,
and (3) sufficient to convey title (if they purport to do so), and such
documents do not, and at the Closing will not, violate any provisions of any
agreement to which Seller or Buyer is a party or to which Seller, Buyer or the
Property to subject.
D. Liens. At the closing there will be no outstanding
contracts made by Seller for any improvements to the Property which have not
been fully paid and Seller shall cause to be discharged all mechanics' or
materialmen's liens arising from any labor or materials furnished to the
Property prior to closing.
E. Parties in Possession. As of closing there shall be no one
in possession or with any rights of possession of the Property other than Seller
and tenants of the property of which buyer has received notice.
F. Environmental Matters. Seller is not actually aware of and
has received no written notice that the Property has been used for the handling,
storage, manufacturing, refining, transportation or disposal of any "hazardous"
or "toxic" materials, substances or waste, or any petroleum products, solvents
or solvent mixtures, as those terms are commonly used in federal, state or local
environmental laws, ordinances or regulations (hereinafter collectively
"pollutants"). Seller is not actually aware of and has received no written
notice that (i) there has been any leaching or discharge of any pollutants into
the groundwater beneath or adjacent to the Property; or (ii) there have been any
above-ground or underground tanks, storage vessels, drums, or containers of any
kind located on the Property. Seller has received no summons, citation,
directive, letter or other communication, written or oral, from any governmental
authority related to any pollutants or other environmental matter relating to
the Property.
G. Covenants of Seller. Seller covenants that, after the
Effective Date, Seller will not sell, assign or convey any right, title or
interest whatsoever in or to the Property or create any lien, encumbrance or
charge on the Property.
6. Closing. This Agreement shall be closed in the following manner.
A. Closing Date. The "Closing Date" shall be forty-five (45)
days after the building permits for the Property are capable of being issued by
the Town of Bay Harbor Islands upon payment, by the Buyer, of applicable
building permit and impact fees. The Closing shall take place at a mutually
agreed upon place, or may be completed by delivery of executed closing documents
by overnight delivery service.
B. Seller's Instruments. At or prior to the Closing Date,
Seller shall deliver to the agent for the Title Company the following items,
duly executed and acknowledged where required:
(1) Deed. A special warranty deed in form
satisfactory to Buyer, specifically
stating all approved exceptions to title.
(2) Affidavit. An owner's lien and possession
affidavit sufficient for the Title
Company to remove the standard exception for mechanics lien and parties in
possession.
(3) FIRPTA. Documentation or information required for
compliance with
Section 1445 of the Internal Revenue Code.
(4) Approvals and Permits: Seller shall assign to
Buyer all its rights and
interest to any and all governmental approvals and permits it has for the
project known as "Residences at Bay Harbor" together with all its rights and
interest to any and all plans and drawings including construction drawings.
Seller shall also transfer to Buyer its interest in the name "Residences at Bay
Harbor" if such rights are in any way presently reserved by Seller.
(5) Additional Documents. Such additional documents
as might be reasonably required by Seller or Buyer or the Title Company to
consummate the sale of the Property to the Buyer.
C. Costs. Seller will pay all brokerage commissions, if any,
due Brokers described in Paragraph 10, all documentary stamp taxes and recording
costs on the warranty deed. Buyer will pay the premium for the owners title
insurance policy, and the cost of the title commitment search fee and
examination fee. (Buyer's a attorney shall issue the title insurance policy) and
all costs relating to the purchase money financing including documentary stamp
taxes, intangibles taxes and the premium for a simultaneous issue Mortgagee
title policy at the minimum promulgated rate.
D. Tax Prorations. All taxes and assessments (including
pending assessments if the related improvement is substantially completed as of
the Closing Date), whether payable in installments or not, for the year of
closing will be prorated to the Closing Date, based on the latest available tax
rate and assessed valuation (with the parties signing a proration agreement as
to adjustments when actual taxes are known).
7. Failure of Performance. If Seller fails to perform as required under
this Agreement, then Buyer shall be entitled to specific performance.
If Buyer falls to perform as required under this Agreement,
then Seller shall be entitled to retain the Deposit as agreed liquidated damages
and in satisfaction of Buyer's obligations under this Agreement and neither
party shall have any further obligations or liability hereunder.
8. Brokerage. Seller represents that a real estate commission shall be
payable for this transaction to ________None_____________ in the amount of
_________None_________. The parties shall indemnify and hold each other harmless
from and against any claims with respect to any real estate commissions in
connection with this Agreement. If this Agreement should fail to close for any
reason whatsoever, then no commission shall be due the broker(s).
9 Miscellaneous. It is further agreed as follows:
-------------
A. All notices shall be sent to the addresses below, in
writing, by next day delivery by nationally recognized courier service (such as
Federal Express), or by facsimile transmission (confirmed by regular mail).
Notices sent by courier shall be deemed received on the next business day.
Notices sent by facsimile shall be deemed received on the same day if received
by 5:00 p.m. Eastern time or on the next business day it received after 5:00
P.M. Changes of address may be made in the manner provided for notice.
For Buyer: Xxxxxxxxxxx Xxxxxx, Esq.
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx, Xxxxxxx 00000
000-000-0000
000-000-0000 (Fax)
For Seller: Xxxx X. Xxxx, Esq.
Leopold, Korn & Leopold, P.A.
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
000-000-0000
000-000-0000 (Fax)
B. No Waiver. Failure of either party to exercise any rights
under this Agreement shall not constitute a waiver of any right, nor excuse the
other party's full performance. No express waiver of any matter shall affect any
other matter under this Agreement. Express waivers are only effective if in
writing.
C. Entire Agreement. This document constitutes the entire
agreement between the parties, incorporating all prior agreements, and may only
be amended in writing executed by both parties.
D. Binding Effect. This Agreement will inure to the benefit of
and bind the respective successors and assigns of the parties. There are no
restrictions on assignment, although assignment shall not relieve the assigning
party from responsibilities under this Agreement.
E. Attorney's Fees. If either party prevails against the other
in a legal action concerning any part of this Agreement, the successful party
shall be entitled to his reasonable attorney's fees and costs connected with
such action, through appellate and bankruptcy proceedings, in addition to all
other recovery or relief. Costs shall include all deposition costs and expert
fees, even if not used at trial.
F. Governing Law. This Agreement shall be governed and
enforced in accordance with Florida law. Venue shall be in the County in which
the Property is located.
G. Construction of Terms. Descriptive headings are for
convenience only and shall not control or affect the meaning or construction of
any provision. Any ambiguities of this Agreement shall be construed fairly and
equitably regardless of the participation of either party in drafting this
Agreement. The reference in terms to gender and number shall be modified as may
be appropriate.
H. Severability. In case any of the provisions of this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, the remaining provisions shall remain in effect and the
Agreement be performed in a fair and equitable manner as to any uncertainties
arising from the unenforceable provisions.
I. Dates. If any date provided for in this Agreement falls on
a Saturday, Sunday, or holiday, such date shall be deemed to extend to the next
business day.
10. Signatures. The parties have signed this Agreement as of the date
set forth below. The "Effective Date" shall be the date the last of Buyer and
Seller execute this Agreement or initial any changes requested by the other
party as a condition to execution. This Agreement may be signed in several
counterparts which taken together, shall constitute one document. Facsimile
copies of signatures are sufficient to bind the parties.
11. Expiration of Offer. Buyer's execution of this Agreement
constitutes an offer by Buyer. This offer shall expire if this Agreement is not
executed by Seller and received by Buyer on or before 12:00 noon, December 24,
2001.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the Effective Date.
BUYER: SELLER:
NATIONAL RESIDENTIAL PROPERTIES, INC.,
a Nevada Corporation
By:/s/
/s/ Xxxxxx Xxxxxxxxxx
Xxxxxx Xxxxxxxxxx
