EXHIBIT 2.4
AGREEMENT FOR
SALE AND PURCHASE OF PROPERTY
THIS Agreement for Sale and Purchase of Property ("Agreement") is between,
FLORIDA GAMING CENTERS, INC. and CITY NATIONAL BANK OF FLORIDA, Trustee
("Seller"); and MONROE'S PRESTIGE GROUP, INC. and/or assigns, ("Buyer");
Xxxxxx and Xxxxx, P.A. ("Escrow Agent").
WITNESSETH:
1. AGREEMENT TO SELL AND CONVEY. Seller and Trustee hereby agree to sell and
convey to Buyer and Buyer hereby agrees to purchase from Seller and Trustee
subject to the terms and conditions hereinafter set forth, all that certain
parcel of land consisting of approximately 39.5 acres located in Tampa,
Florida being more particularly described on Exhibit "A" attached hereto
and incorporated herein, together with the following:
a. All and singular the rights pertaining thereto, including any right
title and interest of Seller in and to adjacent streets, roads,
alleys, and right of way; and
b. Such other assignable rights, interests and properties as may be
specified in this Agreement, except that Seller shall retain the
Pari-Mutuel License, liquor licenses, and all other licenses
related to the operation of Sellers present business.
The land described on Exhibit "A" and the rights, interest, and other rights
described above, are collectively called the "Property". At Buyer's option,
title shall be conveyed by use of the metes and bounds description to be
obtained as a result of the survey required under Section 4.b below.
2. PURCHASE PRICE. The purchase price ("Purchase Price") to be paid for
the Property shall be Eight Million Three Hundred Thousand Dollars
($8,300,000). The Purchase Price shall be paid by Buyer to Seller as
follows:
(a) First Deposit. $100,000 Dollars xxxxxxx money deposit to be
delivered within five (5) days of the Effective Date. All
xxxxxxx monies deposited hereunder, together with all interest
accrued thereon, shall be collectively referred to as the "First
Deposit". Buyer shall have Ninety (90) calendar days from the
Effective Date to conduct its initial inspection (hereinafter
collectively referred to as the "Inspection Period") of the
Property as further described in Sections 7.a and 21.
(b) Second Deposit. $100,000 Dollars xxxxxxx money to be delivered
on the 91st day to and held by Escrow Agent, provided that Buyer
elects to go to Closing before or at the end of the Inspection
Period pursuant to Paragraph 23 of the Agreement. All monies to
be deposited hereunder, together with all interest accrued thereon
shall be collectively referred to as the "Second Deposit". If
Buyer elects to go to Closing pursuant to Paragraph 23 and
subsequently does not close this transaction for any reason
whatsoever, other than default by Seller, then in that event,
Escrow Agent shall deliver immediately to the Seller the Second
Deposit of $100,000 and in the event of an extension a payment of
$100,000 pursuant to Paragraph 5.
(c) Balance of Purchase Price. $8,050,000 Dollars representing the
balance of the Purchase Price, subject to adjustments for
pro-rations, extension payments, and Closing costs as specified
herein,
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shall be paid in immediately wired funds, payable to the order
of Seller, or as Seller shall otherwise designate in writing
prior to Closing.
All funds held in escrow shall be placed in an interest-bearing account, as
directed by Buyer, with interest accruing to the benefit of Buyer and applied
towards the Purchase Price at Closing, unless Buyer is in default hereunder, in
which event the Deposits plus interest shall be forfeited to Seller. If Buyer
elects to proceed to Closing pursuant to Paragraph 23, the First Deposit shall
be non-refundable and shall be paid to Seller on the 91st day from the Effective
Date and applied to the Purchase Price, if the Closing occurs.
3. THIRD PARTY FINANCING. This Agreement is subject to Buyer being able to
obtain financing.
4. TITLE. Seller has the legal capacity to and shall cause to be delivered
to Buyer, a Trustees Deed conveying title to the Property, provided
there exists at Closing no violation of any restrictions of the Property
and none of them prevents Buyer's intended use of the Property.
a. Evidence of Title. Seller shall, at Buyer's expense and within
ten (10) days prior to the Closing deliver to Buyer a title
insurance commitment by a Florida licensed title insurer and, upon
Buyer recording the deed, Buyer shall obtain an ALTA owner's
policy in the amount of the purchase price for fee simple title
subject only to exceptions stated in the Seller's Owners Policy of
Title Insurance No. 10513210600000016, from TICOR TITLE INSURANCE
delivered to Buyer identified as Exhibit "A", and being a part
of this Agreement. Buyer shall, within five (5) calendar days
from receipt of the up-dated abstract or seven (7) calendar days
from receipt of the commitment, to deliver written notice to
Seller of title defects. Title shall be deemed acceptable to
Buyer if (1) Buyer fails to deliver proper notice to Seller of
title defects; or (2) Buyer delivers proper notice and Seller
cures the defects within thirty (30) calendar days from receipt of
the notice ("Curative Period"). If the defects are cured within
the Curative Period, Closing shall occur within ten (10) calendar
days from receipt by Buyer of notice of such curing. Seller may
elect not to cure defects.
If the defects are not cured within the Curative Period, Buyer
shall have ten (10) days from receipt of notice of Seller's
decision not to cure the defects to elect whether to terminate
this Agreement or accept title subject to existing defects and
close the transaction.
b. Survey. Seller shall, upon or within a reasonable time after
execution of this Agreement, deliver to Buyer copies of surveys,
plans, specifications, and engineering documents, if any, prepared
for Seller or in Seller's possession. The Buyer may, at Buyer's
option and expense, obtain a current certified survey of the
Property from a registered surveyor. If the survey reveals
encroachments on the Property or if there are encroachments on the
lands of another, such encroachments shall constitute a title
defect to be cured within the Curative Period.
5. CLOSING DATE AND PROCEDURE. This transaction shall be closed in
Hillsborough County, Florida on or before the date Buyer obtains all
applicable building permits for Buyers intended use of the property,
however in any event no later than One Hundred Eighty (180) calendar
days from the Effective Date, unless otherwise extended herein. Seller
shall designate the closing agent. Buyer and Seller shall within sixty
(60) days from Effective Date, deliver to Escrow Agent signed
instructions which provide for closing procedures. If an institutional
lender is providing purchase funds, lender requirements as to place,
time of day, and closing procedures shall control over any contrary
provisions in this Agreement. In the event that Buyer has exercised due
diligence and has elected to proceed to Closing pursuant to Paragraph 23
but is unable to close during aforementioned period, Buyer shall be
entitled to one thirty (30) calendar day extension by paying to Seller
an additional $100,000 which sum shall be non-refundable, but applicable
to the purchase price.
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a. Costs. Buyer shall pay any recording fees on notes, mortgages and
financing statements and recording fees for the deed. Buyer
shall pay taxes on the deed and recording fees for documents
needed to cure title defects. If Seller is obligated to discharge
any recorded encumbrances at Closing and fails to do so, Buyer may
withhold from the purchase price an amount equal to the recorded
encumbrance and satisfy same prior to Closing.
b. Taxes, Assessments, and Prorations. The following items shall
be made current and prorated as of the Closing Date: real estate
taxes, bond and assessment payments assumed by Buyer. If the
amount of taxes and assessments for the current year cannot be
ascertained, rates for the previous year shall be used with due
allowance being made for improvements and exemptions. Seller is
not aware of any assessments affecting or potentially affecting
the Property. Buyer shall be responsible for all assessments of
any kind which become due and owing on of after Effective Date,
unless the improvement is substantially completed as of the
Closing Date, in which case Seller shall be obligated to pay the
entire assessment.
6. ESCROW. Buyer and Seller authorize Staack and Xxxxx, P.A. ("Escrow
Agent"), Telephone: (000) 000-0000, Facsimile: (000) 000-0000. Address:
000 X. Xxxxxxx Xxx, Xxxxxxxxxx, XX 00000 to act as "Escrow Agent" to
receive funds and other items and subject to clearance, disburse them in
accordance with the terms of this Agreement. Escrow Agent will deposit
all funds received in an interest bearing escrow account with interest
accruing to Buyer. If Escrow Agent receives conflicting demands or has
a good faith doubt as to Escrow Agent's duties or liabilities under this
Agreement, he/she may (a) hold the subject matter of the escrow until
the parties mutually agree to its disbursement or until the issuance of
a court order or decision of an arbitrator determining the parties'
rights regarding the escrow; or (b) deposit the subject matter of the
escrow with the clerk of the circuit court having jurisdiction over the
dispute. Upon notifying the parties of such action, Escrow Agent shall
be released from all liability except for the duty to account for items
previously required by Chapter 475 , Florida Statutes. In any suit or
arbitration in which Escrow Agent is made a party because of acting as
agent hereunder or inter-pleads the subject matter of the escrow, Escrow
Agent shall recover reasonable attorney's fees and costs, which such
fees and costs are to be paid from the escrowed funds or equivalent and
charged and awarded as court or other costs in favor of the prevailing
party.
7. PROPERTY CONDITIONS. Seller shall deliver the Property to Buyer at the
time agreed in its present "as is" condition, except that Seller shall
have right to remove from the Property anything which the Seller
considers, in it's sole discretion, to be of value prior to closing or
within ninety (90) days after closing. Seller makes no warranties except
that to the best of Seller's knowledge without making any investigation,
no Hazardous Substances exist as further defined in Section 20. By
accepting the Property "as is", Buyer waives all claims against Seller
for any defects in the Property.
a. As Is Right of Inspection. Buyer may, at Buyer's expense and
within Ninety (90) days from the Effective Date ("Inspection
Period"), upon reasonable prior notice to Seller and in a manner
that
b. will not interfere with Seller's business conducted on the
Property, conduct inspections, tests and investigations of the
Property as Buyer deems necessary to determine suitability for
Buyer's intended use, in Buyer's sole discretion. Seller shall
grant reasonable access to the Property to Buyer, its agents,
contractors and assigns for the purpose of conducting inspections
provided, however, that all such persons enter the Property and
conduct any inspections at their own risk. Buyer shall indemnify
and hold Seller harmless from losses, damages, costs, claims, and
expenses of any nature, including attorney's fees, and from
liability to any person, arising from the inspection by Buyer or
Buyers agents. Buyer may terminate this Agreement by written
notice to Seller prior to expiration of the Inspection Period, for
those conditions outlined in Sections 7 and 21 or prior to the
end of the Inspection Period or Buyer may terminate this Agreement
for any
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reason whatsoever during the Inspection Period. If the Buyer
terminates this Agreement prior to the end of the Inspection
Period, the First Deposit described in Section 2 shall be returned
to Buyer by the Escrow Agent after Buyer repairs all damages
resulting from Buyer's inspections of the Property. If Buyer
elects to terminate this Agreement during the Inspection Period or
if Buyer elects to go to Closing pursuant to Paragraph 23 and this
transaction does not close for any reason, in either event, Buyer
shall, at Buyer's expense, repair all damages to the Property
resulting from the inspections and return the Property to its
present condition prior to the return of the First Deposit or the
Second Deposit as applicable.
c. Buyer shall have one hundred twenty (120) calendar days from the end
of the Inspection Period to obtain all government approvals required
to develop the Property for Buyer's intended use "Approval Period".
8. (INTENTIONALLY LEFT BLANK)
9. (INTENTIONALLY LEFT BLANK)
10. DEFAULT.
(a) Default By Seller. In the event that Seller should fail to
consummate the transaction contemplated herein for any reason,
except Buyer's default, Buyer, as Buyer's sole remedies; (i) may
enforce a specific performance of this Agreement; or (ii)
terminate this Agreement and the Deposit or Deposits shall be
immediately returned to Buyer.
(b) Default of Buyer. In the event that Buyer should fail to
consummate the transaction contemplated herein for any reason,
except default by Seller or the failure of Seller to satisfy any
of the conditions to Buyer's obligations, as set forth in this
Agreement, the Deposit or Deposits and extension payments, if any,
shall be delivered to Seller, such sum being agreed upon as
liquidated damages for the failure of Buyer to perform the duties
and obligations imposed upon it by the terms and provisions of
this Agreement and because of the difficulty, inconvenience and
uncertainty of ascertaining actual damages.
11. ATTORNEY'S FEES, ETC. Should either party employ an attorney or
attorneys to enforce any of the provisions hereof, or to protect its
interest in any matter arising under this Agreement or to recover
damages for the breach of this Agreement, the party prevailing is
entitled to receive from the other party all reasonable costs, charges
and expenses, including attorney's fees, expert witness fees, appeal
fees, and the cost of paraprofessional working under the supervision of
an attorney, expended or incurred in connection therewith whether
resolved by out-of-court settlement, arbitration, pre-trial settlement,
trial or appellate proceedings
12. BROKERAGE COMMISSIONS. Each Party represents to the other that no
brokers other than Xxxxx Xxxx and Extreme Development Corporation have
been involved in this transaction. Seller agrees to pay each broker
named herein, a real estate commission of One Hundred Fifty Thousand
Dollars ($150,000) and delivery of deed to Buyer and payment of total
Purchase Price to Seller. It is agreed that the real estate commission
shall be paid to the aforementioned brokers at Closing. It is agreed
that each such party to this Agreement whose actions or alleged actions
or commitments form the basis of any such claim, other than the broker
specified above, agrees to indemnify and hold harmless the other party
to this Agreement from and against any and all such claims or demands
with respect to any brokerage fees or agents' commissions or other
compensation asserted by any person, firm, or corporation in connection
with this Agreement or the transaction contemplated hereby.
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13. ASSIGNABILITY. Upon written approval of the Seller, Buyer shall
have the right and authority to assign, in whole or in part, this
Agreement and all of its rights hereunder to any entity and such
assignee shall be entitled to all of the rights and powers or Buyer
hereunder. Upon any such assignment, such assignee shall succeed to all
of the rights and assume all obligations of Buyer hereunder and shall
for all purposes hereof, be substituted as and be deemed the Buyer
hereunder.
14. NOTICES. Any notices to be given or to be served upon any party hereto,
in connection with this Agreement, must be in writing, and may be given
by either certified mail or a nationally recognized overrnight delivery
service such as Federal Express or Purolator and shall be deemed to have
been given and received when a letter containing such notice, properly
addressed, with postage prepaid is deposited in either the United States
Mail or delivered to such overnight delivery service; and if given
otherwise than by certified mail or overnight delivery service, it shall
be deemed to have been given when delivered to and received by the party
to whom it is addressed. Such notices shall be given to the parties
hereto at the following addresses:
FOR SELLER: FOR BUYER:
Florida Gaming Centers, Inc. Monroe's Prestige Group, Inc.
0000 X.X. 00xx Xxx. 00000 X.X. 00 Xxxxx Xxxxx 000
Xxxxx, Xxxxxxx 00000 Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xx. X. Xxxxxxx Xxxxxxx Attn: Xx. Xxxxxxx X. Xxxxxx III
With a copy to: Extreme Development Corporation
Xxxxx, Xxxx & Xxxxxxx 000 X. Xxx Xxxxxx Xxxxx 000
400 W. Market St., #3200 Xxxxx, Xxxxxxx 00000
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxxx X. Xxxxxx Attn: Xx. Xxxxxxx X. Xxxxx
Any parties hereto may, at any time by giving five (5) calendar days written
notice to the other party hereto, designate any other address in substitution of
the foregoing address to which such notice shall be given and other parties to
whom copies of all notices hereunder shall be sent.
15. ENTIRE AGREEMENT; MODIFICATION. This Agreement embodies and constitutes
the entire understanding among the parties with respect to the
transaction contemplated herein. All prior or contemporaneous
agreements, understandings, representations, and statements, oral or
written, are merged into this Agreement. Neither this Agreement nor any
provision hereof may be waived modified, amended, discharged, or
terminated except by any instrument in writing signed by the party
against which the enforcement of such waiver, modification, amendment,
discharge, or termination is sought, and then only to the extent set
forth in such instrument.
16. APPLICABLE LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida. Venue for this
transaction shall be deemed to be Hillsborough County, Florida.
17. SOLE LIABILITY. Escrow Agent assumes no liability under this Agreement
except that of a stakeholder. If there is any dispute as to whether
Escrow Agent is obligated to deliver the escrow monies, or as to whom
that sum is to be delivered, Escrow Agent shall not be obligated to
make any delivery of the sum, but in such event may hold the sum until
receipt by Escrow Agent of an authorization in writing signed by all the
persons having an interest in such dispute, directing the
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disposition of the sum, or in the absence of such determination of the
rights of the parties in an appropriate proceeding. If such written
authorization is not given, or if proceedings for such determination are
not begun and diligently continued, Escrow Agent may, but is not
required to , bring an appropriate action or proceeding to deliver the
Deposit to the registry of court of competent jurisdiction pending such
determination. Upon making delivery of the monies in the manner
provided for in this Agreement, Escrow Agent shall have no further
liability in this matter.
18. LEGAL ACTION. In the event a dispute arises between Seller and Buyer
sufficient in the discretion of Escrow Agent to justify its doing so,
Escrow Agent shall be entitled to tender into the registry or custody of
any court of competent jurisdiction, all money or property in its
possession under this Agreement as Escrow Agent after deducting
therefrom all costs and expenses, including a reasonable amount for
attorney's fees as defined in Section 11, incurred by Escrow Agent in
connection with any legal action taken by Escrow Agent, in such
capacity, hereunder. Buyer acknowledges that Escrow Agent is the law
firm which has represented Seller in connection with this transaction
and Buyer consents to such continued representation relative to this
Agreement, the transaction contemplated hereby, or matters related to
any of the foregoing.
19. CONFIRMATION OF DEPOSIT. Escrow Agent has executed this Agreement at
the bottom hereof to confirm that Escrow Agent is holding (drafts are
subject to collection) and will hold the Deposit in escrow, pursuant to
the provisions of this Agreement, and shall immediately place the
Deposit in an interest bearing savings account insured by either the
Federal Deposit Insurance Corporation or the Federal Savings and Loan
Insurance Corporation.
20. HAZARDOUS SUBSTANCES. The term "Hazardous Substances:, as used in this
Agreement shall include, without limitation, flammables, explosives,
radioactive materials, asbestos, polychlorinated bipheyls (PCB'S),
chemicals known to cause cancer or reproductive toxicity, pollutants,
contaminants, hazardous wastes, toxic substances or related materials,
petroleum and petroleum products, and substances declared to be
hazardous or toxic under any law or regulation now in effect.
21. CONDITIONS PRECEDENT. Notwithstanding anything contained in the
Agreement to the contrary, in addition to all rights granted to Buyer
during the inspection Period as further described in Section 7.a, this
Agreement is contingent upon the following items being satisfactory to
Buyer, in Buyer's sole discretion, during the ninety (90) day Inspection
Period.
a. All environmental inspections and satisfactory resolution with the
City of Tampa relating to the environmental clean up and
remediation of the Property.
b. All civil engineering and associated site development costs
required for Buyer's intended use.
c. Confirmation of zoning or rezoning of the property (as the case
may be) for Buyer's intended use.
d. Financing satisfactory to Buyer for Buyer's intended use of the
property.
e. Exceptions noted in Ticor Titile Insurance Company Policy
No. 10 5132 106 00000016 - Schedule B Exceptions #30 through #34.
If Buyer has not notified Seller, in writing, before the end of the sixty day
Inspection Period of the failure of any conditions precedent, they shall be
waived by Buyer.
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22. CONFIDENTIALITY PROVISION. All information contained in this Agreement
shall be on a strict "need to know" basis and shall not be disseminated
to any parties outside of this Agreement for any reason whatsoever. The
parties agree however, that in order for Buyer to perform its due
diligence effectively, Buyer shall need to contact prospective users for
the Property and conduct meetings with the City of Tampa regarding
environmental issues relating to the Property. To that extent, Buyer
shall use all commercially reasonable efforts to ensure that all parties
act in a confidential manner, but can not enforce the provisions of this
contract on any third party. Under no circumstances shall Buyer or any
of Buyer's Agents contact any employee of Seller except Xx. X. Xxxxxxx
Xxxxxxx.
23. FIRST XXXXXXX MONEY DEPOSIT. Notwithstanding anything contained in this
Agreement to the contrary, the Buyer shall on or before the 91st day
from the Effective Date, make an election in writing, to Seller, to
either terminate this Agreement or to proceed to Closing. If Buyer
elects to proceed to Closing, the conditions precedent listed in
Paragraph 21 shall be deemed to be satisfied or waived by Buyer and the
First Deposit of $100,000 shall be paid to Seller immediately, shall be
non-refundable, but shall be credited to the Purchase Price at Closing.
If Seller elects to terminate this Agreement, on or before the 91st day,
then in that event, the First Deposit of $100,000 plus interest, shall
be immediately returned to the Buyer by Escrow Agent upon the completion
of any repair or damage to the Property, if any, resulting from the
inspections during the Inspection Period.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year written below, provided, however, that for the purpose of
determining the "Effective Date", as used in this Agreement, such date shall be
the last date that either Seller or Buyer hereto executes this Agreement.
BUYER:
MONROE'S PRESTIGE GROUP, INC.
BY: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx, III
President
Date: 1/8/98
-----------------------------
SELLER:
FLORIDA GAMING CENTERS, INC.
By: /s/ X. Xxxxxxx Xxxxxxx
-------------------------------
X. Xxxxxxx Xxxxxxx
Chairman and CEO
Date: January 7, 1998
-----------------------------
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ESCROW AGENT
The undersigned hereby acknowledges receipt of the sum of $100,000 from Buyer
as the First Deposit under this Agreement and agrees to serve as Escrow Agent
hereunder and to perform his or her duties in accordance with the terms hereof.
By: /s/ Xxxxx Xxxxxx, President
-----------------------------
Xxxxxx and Xxxxx, P.A.
Date: 1/13/98
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