REAL ESTATE OPTION AGREEMENT
THIS REAL ESTATE OPTION AGREEMENT ("Agreement") is made and
entered into as of this 27th day of September, 1996, by and
between MARCOR PARTNERSHIP, a general partnership, ("Optionee")
and M & R INVESTMENT COMPANY, INC., a Nevada corporation
("Optionor").
RECITALS:
WHEREAS Optionor is the owner of an undivided two thirds
(66.667%) interest (the "Subject Interest") as tenant in common
in that certain real property located in Xxxxx County, Nevada,
containing approximately 2.16 acres, as more particularly
described on Exhibit "A" hereto (the "Property"); and
WHEREAS Optionee desires an option to acquire the Subject
Interest; and
WHEREAS Optionor is willing to grant Optionee said option on
the terms and conditions provided hereinbelow;
NOW, THEREFORE, in consideration of the foregoing, and for
other good and valuable consideration, receipt and sufficiency of
which are hereby acknowledged, Optionee and Optionor agree as
follows:
WITNESSETH:
1. PROPERTY. Subject to the terms hereof, Optionor hereby
grants Optionee an exclusive option (the "Option") to purchase
the entire Subject Interest, including all rights and
hereditiments appurtenant thereto.
2. TERM OF OPTION. If not sooner exercised pursuant to
the terms of this Agreement, the Option shall expire and be of no
further force or effect at 5:00 p.m. Las Vegas time on October
11, 1999 (the "Option Deadline").
3. FEASIBILITY PERIOD. Optionee shall have until thirty
(30) days after mutual execution hereof (the "Feasibility
Period") in which to evaluate the Property and conduct such
studies and investigations as Optionee sees fit. At any time
prior to expiration of the Contingency Period Optionee may
terminate this Agreement by written notice to Optionor, in which
event neither party shall have any further rights or obligations
hereunder.
4. OPTION FEE. In consideration of the Option granted
herein, Optionee shall pay Optionor an annual payment (the
"Option Fee") in the amount of Forty Five Thousand One Hundred
Eighty Five Dollars ($45,185.00), so long as the Option remains
in effect. the first such payment shall be due and payable on or
before the expiration of the Feasibility Period, with a like
payment due and payable on each of the next two (2) anniversaries
thereof, provided that the Option has not sooner been terminated
as provided for elsewhere herein.
5. EXERCISE OF OPTION. At any time during the term of the
Option, Optionee shall have the right to exercise the Option by
giving Optionor not less than thirty (30) days prior written
notice thereof (the "Exercise Notice").
6. CLOSING. Within two (2) business days after Optionor's
receipt of Optionee's Exercise Notice as provided for under
Section 5 above, Optionee and Optionor shall open an escrow with
Xxxxx Xxxxxxx of United Title Agency ("Escrow Agent"), 0000 X.
Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000, by depositing
an executed copy of this Agreement. The parties shall promptly
execute and deliver such escrow instructions and additional
documents, not inconsistent with this Agreement, as may be
required to effectuate the intent hereof. Escrow shall close not
later than thirty (30) days after Optionor's receipt of
Optionee's Exercise Notice. Optionor shall convey the Subject
Interest to Optionee or Optionee's nominee by grant, bargain and
sale deed as customary in Nevada. At close of escrow, Optionor
shall cause Escrow Agent to issue the Optionee Escrow Agent's
standard CLTA owner's policy of title insurance, with coverage in
the amount of the Purchase Price, insuring good and marketable
title to the Subject Interest subject only to Items 1, 2, 4, 5,
6, 7, 8 and 12 as shown on Schedule B of United Title Company's
preliminary title report dated April 19, 1996 and attached hereto
as Exhibit "B"; provided, however, that as to Item 1, all taxes
shall be paid current by Optionor as of close of escrow, and as
to Item 2, Optionor shall remain obligated as to supplemental
taxes assessed against any improvements constructed by Optionor
or on Optionor's behalf. Closing costs shall be apportioned as
follows: Optionor shall pay transfer tax, the premium for
Optionee's CLTA title policy, and one-half of the escrow fee.
Optionee shall pay recording costs and one-half of the escrow
fee, and the incremental cost of any ALTA title insurance
coverage desired by Optionee over and above the cost of a
standard CLTA policy. Real property taxes shall be prorated as
of closing.
7. PURCHASE PRICE. The purchase price for the Subject
Interest (the "Purchase Price") shall be an amount equal to Nine
Dollars ($9.00) multiplied by the total square footage of the
Property. The square footage of the Property shall be deemed to
be Ninety Four Thousand Ninety (94,090) square feet unless
Optionee obtains a survey, at Optionee's expense, prepared by a
licensed Nevada surveyor during the Feasibility Period, which
reflects a different square footage. In such event, the square
footage of the Property shall be determined by reference to said
survey. The Purchase Price shall be payable in cash at close of
escrow. No portion of the Option Fee paid by Optionee shall be
applicable to the Purchase Price.
8. RIGHT OF ENTRY. Optionee and its agents shall have the
right to enter onto the Property during the term of the Option,
to inspect same and conduct studies thereon and/or a survey
thereof. Optionee shall indemnify Optionor from any claims,
liens, damages and expenses (including attorneys fees) arising
from or in connection with such entry. Optionor agrees to
provide to Optionee, promptly after execution hereof, all
information and materials concerning the Property in the present
possession of Optionor or its agent.
9. BROKERS. Optionee and Optionor hereby represent and
warrant to each other that they have not retained or dealt with
any broker or agent with respect to this transaction. Optionee
and Optionor each hereby agree to indemnify and hold the other
harmless from and against the claims of any broker, agent or
finder claiming by or through the indemnifying party. Optionee
discloses that Optionee and/or principals of Optionee are
licensed Nevada real estate brokers.
10. OPTIONOR'S REPRESENTATIONS. Optionor hereby represents
and warrants to Optionee as follows:
(a) The execution, delivery and performance by Optionor of
this Agreement and such other instruments and documents to
be executed and delivered in connection herewith by Optionor
does not, and will not, result in any violation of, or
conflict with, or constitute a default under, any provision
of any agreement or any mortgage, deed of trust, indenture,
lease, security agreement, or other instrument or agreement
to which Optionor is a party.
(b) To the best of the Optionor's knowledge, Optionor is
not prohibited from consummating the transactions
contemplated by this Agreement by any law, rule, regulation,
instrument, agreement, order or judgment.
(c) Optionor has not received any notice of, and, to the
best of Optionor's knowledge, there do not exist any current
violations of any laws, statutes, ordinances, regulations or
other requirements of any governmental agency in connection
with or related to the Property. Without limiting the
generality of the foregoing, to the best of Optionor's
knowledge, no hazardous substances or wastes or petroleum
products are presently located on the Property. Optionor
has not received any notice of any proceeding or any pending
inquiry by any governmental agency with respect to hazardous
wastes or toxic substances in connection with the Property.
Optionor has received no notice of any violations of any
local, state or federal statutes or laws governing the
generation, treatment, storage, disposal or clean-up of
hazardous substances, including, without limitation, NRS
Chapter 459, the Toxic Substance Control Act of 1976, or the
Resource Conservation and Recovery Act of 1976, as they have
been amended from time to time.
(d) To the best of Optionor's knowledge, there are not any
existing, pending or anticipated litigation, condemnation or
similar proceedings against or involving the Property or, to
the best of Optionor's knowledge, or any other claim,
action, suit or other proceeding threatened or pending which
would materially and/or adversely affect Optionee's right,
title and/or interest in and to, or enjoyment or use of, the
Property.
(e) The Property is a legal parcel or parcels in accordance
with Nevada's Subdivision Map Act, Chapter 278 of Nevada
Revised Statutes.
(f) Optionor shall not transfer, encumber or otherwise
hypothecate the Property or any portion thereof or interest
therein, so long as this Agreement remains in effect.
The foregoing representations and warranties shall be true
and correct as of the date hereof and as of close of escrow, and
shall survive closing and delivery of the deed. In the event of
any failure of any of the foregoing representations and
warranties prior to the close of escrow. Optionee shall have the
right, at its option and without limitation of remedy, to
terminate this Agreement and obtain a refund of all Option Fees
paid to Optionor.
11. NOTICES. Any notices hereunder shall be hand delivered
or sent by certified mail, postage prepaid, return receipt
requested, addressed as follows:
OPTIONEE: OPTIONOR:
0000 Xxxxx Xxxxxxx Xxxxxx 0000 X. Xxxxxxx Xx. #000
Xxx Xxxxx, Xxxxxx 00000 Xxx Xxxxx, Xxxxxx 00000
Attn: Xxxxxx X. X'Xxxx Attn: Xxxxx X. Xxxx
Notices mailed as aforesaid shall be deemed delivered on the
earlier of (a) actual receipt, or (b) two (2) business days after
deposited in the U.S. mail.
12. DEFAULT. In the event of default hereunder by
Optionor, which default is not cured within five (5) days after
written notice thereof from Optionee to Optionor, Optionee shall
have all rights and remedies available at law or in equity,
including (without limitation) the right to compel specific
performance of this Agreement. In the event of default hereunder
by Optionee, which default is not cured within five (5) days
after written notice thereof from Optionor to Optionee,
Optionor's sole remedy shall be to terminate this Agreement by
written notice to Optionee and Escrow Agent, in which event
Optionor shall retain all portions of the Option Fee paid by
Optionee, and neither party shall have any further rights or
obligations hereunder.
13. GENERAL. Time is of the essence hereof. This
Agreement represents the entire agreement of the parties,
expressly superseding all prior agreements and understandings
(including, without limitation, the matters set forth in
correspondence between the parties dated August 22, 1996, August
26, 1996, and August 27, 1996, respectively). This Agreement may
only be amended in writing. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their
respective heirs, successors and assigns. The waiver of any
default by Optionor or Optionee shall not be construed as a
continuing waiver, or a waiver of any subsequent default of the
same or any other provision of this Agreement. The terms of this
Agreement shall be governed under Nevada law. In the event of
any action to enforce the terms of this Agreement, the prevailing
party shall be entitled to costs and attorneys fees from the
other party. This Agreement may be executed in counter parts.
14. ACCEPTANCE. Unless this Agreement is executed by
Optionor and delivered to Optionee by 5:00 p.m., Las Vegas time,
on September 24, 1996, any offer represented hereby shall be
deemed revoked and of no further force or effect.
15. MEMORANDUM OF OPTION. Concurrently with the expiration
of the Feasibility Period, Optionee and Optionor shall execute
and record against the Property a memorandum giving notice of the
existing, but not the terms, of this Agreement.
IN WITNESS WHEREOF Optionee and Optionor have executed this
Agreement as of the date first set forth above.
OPTIONEE: OPTIONOR:
MARCOR PARTNERSHIP, M & R INVESTMENT COMPANY, INC.
a general partnership, a Nevada corporation,
/s/ /s/ Xxxxx X. Xxxx
By: By: Xxxxx X. Xxxx
Its: Managing General Partner Its: President
EXHIBIT A
A parcel of land located in the Northeast One Quarter (NE 1/4) of
the Northwest One Quarter (NW 1/4) of Section 20, Township 21
South, Range 61 East, Mount Diablo Meridian, Xxxxx County,
Nevada, more particularly described as follows:
Beginning at a point South 75(45'32" West 815.64 feet from the
North Quarter (N 1/4) corner of Section 20, Township 21 South,
Range 61 East, MDM, said point being on the West right of way
line of Industrial Road; thence North 66(10'34" West 282.96 feet,
thence North 27(39'44" East, 62.48 feet to a point on the South
right of way of Flamingo Wash; thence South 72(50'01" East 31.47
feet along the South right of way line of Flamingo Wash; thence
South 84(38'32" East 52.93 feet along the South right of way line
of Flamingo Wash; thence South 86(11'41" East 53.52 feet along
the South right of way line of Flamingo Wash; thence North
83(04'56" East 50.98 feet along the South right of way line of
Flamingo Wash; thence North 68(22'39" East 72.74 feet along the
South right of way line of Flamingo Wash to the West right of way
line of Industrial Road; thence Southerly along the arc of a
curve concave to the East 167.18 feet along the West right of way
line of Industrial Road, said curve has a radius of 565 feet and
has a central angle of 16(57'11" and radial lines bearing North
73(02'49" West and xxx Xxxx; thence due South 20.05 feet along
the West right of way line of Industrial Road to the point of
beginning.
Escrow Number: 96-10-4555-AG
MEMORANDUM OF OPTION
This MEMORANDUM OF OPTION is made this 21st day of November, 1996
by and between M & R INVESTMENT COMPANY, INC., hereinafter
referred to as "Optionor" and CINDERLANE, INC., A NEVADA
CORPORATION, hereinafter referred to as "Optionee".
The parties have entered into a REAL ESTATE OPTION AGREEMENT
dated September 27, 1996, for the option to purchase the property
as set forth on Exhibit "A" attached hereto and by reference made
a part hereof.
The Real Estate Option Agreement terminates at 5:00 PM, October
11, 1999.
THIS MEMORANDUM OF OPTION IS PREPARED FOR THE PURPOSE OF
RECORDATION AND IN NO WAY MODIFIES THE TERMS AND CONDITIONS OF
THE AGREEMENT.
Witness our hands this 3rd day of December, 1996
OPTIONOR:
M & R INVESTMENT COMPANY, INC.,
A NEVADA CORPORATION
/s/ Xxxxx X. Xxxx
By: XXXXX X. XXXX, PRESIDENT
OPTIONEE:
CINDERLANE, INC., A NEVADA CORPORATION
By:
STATE OF NEVADA ) Escrow No. 96-10-4555-AG
COUNTY OF XXXXX ) When recorded, mail to:
On this 3rd of December, 1996 UNITED TITLE OF NEVADA
appeared before me, a Notary 2300 West Sahara Ave/Box 3
Public, Xxxxx X. Xxxx personally Xxx Xxxxx, Xxxxxx 00000
known or proven to me to be the
person(s) whose name(s) is/are This document is executed in
subscribed to the above counterpart to facilitate this
instrument, who acknowledged transaction each of which so
that he/she/they executed executed shall, irrespective
the instrument for the purposes of the date of its execution
therein contained. and delivery, be deemed an
original, and these
counterparts together
/s/ constitute one and the same
Notary Public instrument.
My commission expires: March 13, 1999
This area for Notary Seal
THIS IS CERTIFIED TO BE A TRUE
& CORRECT COPY OF THE SIGNED
ORIGINAL BY /S/ UNITED TITLE
OF NEVADA
Escrow Number: 96-10-4555-AG
MEMORANDUM OF OPTION
This MEMORANDUM OF OPTION is made this 21st day of November, 1996
by and between M & R INVESTMENT COMPANY, INC., hereinafter
referred to as "Optionor" and CINDERLANE, INC., A NEVADA
CORPORATION, hereinafter referred to as "Optionee".
The parties have entered into a REAL ESTATE OPTION AGREEMENT
dated September 27, 1996, for the option to purchase the property
as set forth on Exhibit "A" attached hereto and by reference made
a part hereof.
The Real Estate Option Agreement terminates at 5:00 PM, October
11, 1999.
THIS MEMORANDUM OF OPTION IS PREPARED FOR THE PURPOSE OF
RECORDATION AND IN NO WAY MODIFIES THE TERMS AND CONDITIONS OF
THE AGREEMENT.
Witness our hands this 3rd day of December, 1996
OPTIONOR:
M & R INVESTMENT COMPANY, INC.,
A NEVADA CORPORATION
By: XXXXX X. XXXX, PRESIDENT
OPTIONEE:
CINDERLANE, INC., A NEVADA CORPORATION
/s/
By: Xxxxx X. Xxxxxxx, Xx.,
President
STATE OF NEVADA ) Escrow No. 96-10-4555-AG
COUNTY OF XXXXX ) When recorded, mail to:
On this 3rd of December, 1996 UNITED TITLE OF NEVADA
appeared before me, a Notary 2300 West Sahara Ave/Box 3
Public, Xxxxx X. Xxxxxxx, Xx. Las Vegas, Nevada 89103
personally known or proven to
me to be the person(s)
whose name(s) is/are This document is executed in
subscribed to the above counterpart to facilitate this
instrument, who acknowledged transaction each of which so
that he/she/they executed executed shall, irrespective
the instrument for the purposes of the date of its execution
therein contained. and delivery, be deemed an
original, and these
counterparts together
/s/ constitute one and the same
Notary Public instrument.
My commission expires: 7/27/99
This area for Notary Seal
THIS IS CERTIFIED TO BE A TRUE
& CORRECT COPY OF THE SIGNED
ORIGINAL BY /S/ UNITED TITLE
OF NEVADA
EXHIBIT "A"
A parcel of land located in the Northeast One Quarter (N/E 1/4)
of the Northwest One Quarter (NW 1/4) of Section 20, Township 21
South, Range 61 East, Mount Diablo Meridian, Xxxxx County,
Nevada, more particularly described as follows:
Beginning at a point on the North line of Section 20, Township 21
South, Range 61 East, M.D.M. and the North right of way line of
Flamingo Road and the West right of way line of I-15 said point
being North 89(53'29" West, 199.49 feet from the North Quarter (N
1/4) corner of Section 20; Thence South Westerly along the arc of
a curve concave to the North West 421.46 feet. This arc is the
North right of way line of Flamingo Road and has a radius of 415
feet and a central angle of 58(11'18" and radial lines bearing
South 69(43'06" East and South 11(31'48" East; thence Westerly
along the arc of a curve concave to the North 164.57 feet. This
arc is the North right of way line of Flamingo Road and has a
radius of 1340 feet and a central angle of 07(02'28" and radial
lines bearing South 00(31'08" East; and South 06(31'20" West.
This point being the intersection of the North right of way line
of Flamingo Road and the East right of way line of Industrial
Road; Thence North 04(14'05" West, 73.43 feet along the East
right of way line of Industrial Road; Thence Northerly along the
arc of a curve concave to the East 44.26 feet said arc being the
East right of way line of Industrial Road. this curve has a
radius of 450 feet and a central angle of 05(38'08" and radial
lines bearing North 84(21'54" East and due East; Thence North
84(21'54" East 20.00 feet; Thence Northerly along the arc of a
curve concave to the East 127.79 feet. Said Arc being the East
right of way line of Industrial Road. This curve has radius of
430 feet and a central angle of 17(01'38" and a radials bearing
North 67(20'08" West and North 84(21'54" West; Thence North
22(39'44" East 17.38 feet along the East right of way line of
Industrial Road to a point on the North line of Section 20;
Thence South 89(53'29" East 416.18 feet along the North line of
Section 20 to the Point of Beginning.
XXXXX COUNTY, NEVADA
XXXXXX X. XXXXXXXX, RECORDER
RECORDED AT REQUEST OF:
UNITED TITLE OF NEVADA
12-05-96 08:01 CPD 3
BOOK: 961205 INST: 00291
Fee: 9.00 RPTT: .00
OPTION
CONFORMED COPY-HAS NOT BEEN COMPARED
TO THE ORIGINAL
