Exhibit 10.4
AGREEMENT FOR PURCHASE AND SALE
THIS AGREEMENT is made by and between Mhp Group Four L.C. (a Florida
Limited Liability Company ("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 Xxx, State of Florida. The property is currently operated as a rental
RV Park commonly known as "Xxxxx Mobile Home Park" (the "Park"). The property
has a street address of 00000 X. Xxxxxxx Xxxxx Xxxxx, Xx. Xxxxx, 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 hereafter 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".
1.2 Property Defined. As used in this Agreement the term
"Property" includes the entire right and title and
interest of Seller in the following:
1.2.1 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 elonging or in any
way appertaining thereto owned by Seller, including
one hundred (114) mobile home sites, and sixty (60)
RV sites, all 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. Such property is shown as
on the attached Exhibit "B". All such equipment will
be sold "as is".
1.2.4 Streets and Roads. All right, title and interest of
Seller, of 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 or 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.
1.2.6 Rental Agreements, etc. All rental agreements,
leases, or a 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 Agreements").
Within five (5) days from the Effective Date as
schedule of the rental agreements knowing the current
lot renter, showing delinquencies, if any, a copy of
each form of written lease in use fr 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 "D: (the Rent Schedule").
1.2.7 Trade Name Seller's rights in the name "Xxxxx Mobile
Home Park."
Article 2 - Purchase Price Payment
2.1 The purchase price for the property will be one
million, nine hundred thousand dollars (1,900,000.00)
(the "Purchase Price"), payable with minimum of
seventy five percent cash or certifiable funds on the
day of closing. 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 thirty days
of the Effective Date. The foregoing term is referred
to in this Agreement as the "Escrow Deposit" and will
be credited to 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 seventy five percent of the purchase price,
after credit for the Escrow
Deposit and prorations, credits, and adjustments
otherwise permitted 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 on
the day of closing.
2.4 Escrow Agent Century 21 Xxxx Xxx Realty, Inc. Shall
as escrow agent under this agreement. The sole
responsibility of 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 institution, and current
interest rate within (5) 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 circumstance such Escrow Deposit shall be
disbursed hereunder and the parties hereto are unable
after twenty (20) days' prior writen 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, Court expenses, or
attorney's fees occurred 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 the 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 this 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 court,
expenses, or attorney 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
deliver 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
pro_______ 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 "R:. The policy shall insure
marketable title to the Buyer.
3.2 Seller shall pay the premium for the policy of the
insurance to be issued to buyer at Closing.
Article 4 - Warranties and Representations
4.1 Personal Property. Seller is the note owner of the
fixtures and Personalty, re and clear of any
security, interests except Seller's current first
mortgage lender, if any. Such property is conveyed in
its present "as is" condition.
4.2 No Assessments Except as provided in the title
commitment, and any permitted title exception, 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 imput 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
"Authorizations") 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 notice of any
violation of any requirements of any government or
government agency with respect to the operation, or
maintenance, condition, or operation of the Property
or any part thereof, or requiring any repairs or
alterations, other than as otherwise set forth in the
disclosed pursuant to this Agreement.
4.4 Sites The property contains and is licensed to
contains one hundred fourteen (114) mobile home lots
and sixty(60) RV lots.
4.5 Public Utilities Seller represents and warrants
electric suitable for park models on all lots, and
all traffic impact fees for all lots are paid in
full.
4.6 Pending Litigation Seller is not now a party to any
litigation or
proceedings afflicting the Property, and to the best
of Sellers knowledge none are threatened which would
affect the operation of the subject property.
4.7 Environmental To the best of Sellers knowledge,
Seller has not violated in any material way to its
use ownership, or operations 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 of the
Closing, Seller will conduct is business in the
ordinary course subject to the terms of this
Agreement. During such period Seller will continue to
maintain 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 plants 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 hereto, it is
relying entirely on its own expertise and inspection,
and subject to such representation 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 relieved of all
obligations under this agreement, or at Seller's
option, may proceed in equity to enforce Seller's
rights under this agreement. Additionally, Seller
shall have any other rights and remedies allowed in
law or equity.
5.2 Default of Seller. In the even 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 for 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 by 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
seventy Five (75) days from the effective date of
this contract. The Closing of this transaction will
take place at the Zephyrhills offices of the escrow
agent, or at such other place as mutually agreed to
by the parties.
6.2.3 Documents. At the Closing, the Seller, and as
applicable, Buyer shall execute and deliver the
following documents:
6.2.4 a general warranty deed conveying title to the
Property to Buyer, subject only to easements and
restrictions of record.
6.2.5 a general assignment and assumption by Buyer of all
Rental Agreements.
6.2.6 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, said property sold "as is."
6.2.7 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. Current real and personal property taxes and other
easements relating to the Property will be prorated
as of the day of the Closing.
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 documents and amortization schedule.
F. The title insurance premiums for the owner's policy
amended coverage issued pursuant to the Title
Commitment Policy will be paid by the Seller. The
Buyer will pay for any mortgage endorsements.
G. All assignments from Seller to Buyer of all
assignable warranties, claims, guaranties if any on
any improvements, fixtures, and personally included
in the Property that have not expired by lapse of
time.
H. a sworn 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 in 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 out of the closing in the amount of ($100,000.00) at closing. 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 "Inspection Period") from the Effective Date in
which to have such inspection 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 deemed
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 that 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.
8.3 Financing Contingency. The obligation to close this
agreement is contingent in all respects on the
ability of the Buyer to obtain a financing commitment
satisfactory in all respects to the Buyer within
sixty (60) days from the effective date of the
contract.
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,
provided that the Buyer shall remain fully
responsible on the contract and mortgage 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 their
respective fax numbers below, or by overnight
delivery next guaranteed, or by being placed in the
United State Mail Certified Mail Return Receipt
Requested, and in each event to the respective
parties at the following addresses:
IF TO BUYER: Xxxxx X. Xxx
c/o MobileVest
0000 X.X. Xxxxxxx 00, Xxxxx 000
Xxx Xxxx Xxxxxx, Xxxxxxx 00000
IF TO SELLER: Xxxxxxxx Xxxxxxx
00000 Xxxxxxxx Xxxx.
Xxxxx XX 00000
Facsimile: (000)000-0000
IF TO THE Century 21 Xxxx Xxx Realty, Inc.
ESCROW AGENT: 0000 Xxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxx 000000
Facsimile: (000)000-0000
10.3 Radon Gas. As provided by Florida law, the following
disclosure is inserted in this Agreement: "RADON GAS:
radon is a naturally occurring radioactive gas that
when 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".
10.4 Effective Date. Unless otherwise set forth herein,
the Effective Date shall be the date 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 purposed.
Article 11. Time for Acceptance
This Agreement and the Buyer and Seller's obligation are contingent
upon Sellers' acceptance within five (5) working days of the presentment of this
contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year set forth below.
SELLER
________________________________ By: /s/Xxxx Xxxxxxx
Printed Name:_____________________ -------------------------------
________________________________ Dated: 3-31-99
Printed Name:_____________________ -------------------------------
BUYER
MOBILEVEST, INC.
______________________________ By: /s/ Xxxxx X. Xxx, President
Printed Name:__________________ -------------------------------
______________________________ Dated: 3-31-99
Printed Name:__________________ -------------------------------
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
-----------in escrow subject to the terms of this Agreement this ____ day of
________________ 1998.
Century 21 Xxxx Xxx Realty, Inc.
By:________________________
