AGREEMENT FOR PURCHASE AND SALE OF
REAL PROPERTY AND ESCROW INSTRUCTIONS
This Agreement for Purchase and Sale of Real Property ("Agreement") is
entered into this 14th day of December 1999 by and between Go Call Inc., a
Delaware corporation ("Seller") and Sevada Holdings, Ltd. IV, a California
limited partnership ("Buyer") at Los Angeles, California.
RECITALS
A. Seller is the owner of the real property commonly know as Xxxxxxxxx
Villas and as more fully described in Exhibit "A" attached hereto and
incorporated herein by this reference. The Property is a 21 room hotel in Sosua,
Dominican Republic.
B. The legal descriptions of the real property described in Exhibit "A" is
set forth in Exhibit "B" attached hereto and incorporated herein by this
reference.
C. Buyer desires to purchase the property hereinabove described
("Property") from Seller and Seller desires to sell its Property described
hereinabove to Buyer pursuant to the terms and conditions set forth herein.
Now, therefore, in consideration of the mutual covenants and conditions as
set forth herein, the parties agree as follows:
1. PURCHASE PRICE. Seller agrees to sell and Buyer agrees to purchase all
of Seller's right, title and interest in and to the Property for an aggregate
purchase price of Two Million Dollars ($2,000,000.00). The purchase price is
payable in the form of an 80% limited partnership interest in Buyer as described
in Exhibit C hereto.
2. PROPERTY DEFINED. The term "Property" shall include all easements and
appurtenances thereto and improvements situated thereon; any and all fixtures,
furniture, equipment, appliances, tools, building materials, supplies, and other
tangible and intangible property and property rights owned by Seller and located
on the Property or relating to the operation of the improvements thereon; all of
the right, title and interest of Seller in and to any and all leases and other
agreements with respect to the occupancy of any of the Property together with
all rights, title and interest in and to any deposits, prepaid rentals, cleaning
deposits and other such deposits or prepaid amounts with respect thereto; all of
Seller's right, title and interest in and to any and all contracts and
agreements with respect to the management, leasing, service or maintenance of
the Property, in whole or in part. or the equipment located thereon; and all of
Seller's right, title and interest in and to any and all warranties, guarantees,
permits and licenses relating to the Property in whole or in part.
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3. PAYMENT OF CONSIDERATION. Buyer agrees to pay Seller the purchase price
in the form of an 80% interest in Buyer. Seller's said 80% ownership shall
entitle Seller to approve or disapprove the sale of the Property by the
partnership. Any expenditures in excess of $1,000 shall be approved in advance
by the limited partners.
4. TITLE. Seller and Buyer agree to close escrow without title insurance
policies. Seller hereby represents that Seller has good and marketable title to
the Property and the Property is totally without liens or encumbrances. Any
monetary liens or encumbrances shall be the obligation of Seller ("Seller's
Obligations"). All deeds and any other documents reflecting title to and
ownership of the property shall be held by Xxxxx Xxxxxxxxx Esq. As Trustee for
both Buyer and Seller.
5. SELLER'S WARRANTIES AND REPRESENTATIONS. Seller hereby makes the
following warranties and representations upon which Buyer is relying upon
entering into this Agreement:
5.1 Seller is the owner of the Property.
5.2 To the best of Seller's knowledge, there is no litigation,
action, suit, proceeding, investigation, citation or violation
pending or threatened against Seller affecting the Property or
against the Property.
5.3 To the best of Seller's knowledge, there are no liens,
encumbrances or claims against the Property being purchased
hereunder or Seller's ownership thereof other than those liens,
encumbrances and/or claims of record set forth in the preliminary
title report or trustee's sale guarantees referred to above, or
as expressly disclosed herein, and, in the case of existing first
trust deeds, the notes secured thereby are current.
5.4 All personal property being transferred to Buyer hereunder shall
be transferred free and clear of any claims, liens and
encumbrances, and Seller has the full right to so convey all such
personal property.
5.5 To the best of Seller's knowledge, there are no pending or
contemplated condemnation actions or special assessments against
the Property or any part thereof
5.6 The service contracts to be delivered by Seller to Buyer
hereunder shall be full and complete evidence of all contracts in
existence which affect the Properties being purchased hereunder
and shall be set forth all terms and conditions of any
obligations of the landlord or owner of the Property to the
persons or entities who are parties to such contracts; and Seller
has the full right and title to assign each such service contract
and no defaults exist with respect hereto.
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5.7 The records to be made available by Seller to Buyer as provided
above shall be full and complete records and represent all
financial operations and records with respect to the Property and
operation thereof, and shall be full and complete as of the dates
thereof; and there does not exist any event or condition, whether
or not arising after the date of said records, which would make
any of the information contained in such books and records
misleading or inaccurate with respect to the operation of the
Property.
5.8 Seller shall maintain the Property being purchased hereunder in
good condition and state of repair through the date of the sale
of the Property by Buyer; and Seller shall further perform all of
its obligations under all leases, service contracts and any other
agreement affecting the Property being purchased hereunder
through the closing date hereof.
6. CLOSING
6.1 The parties hereby agree to retain Xxxxx Xxxxxxxxx Esq. as
Trustee, at 00000 Xxxxxxx Xxxx. Xxxxxx, Xx. 00000-0000.
6.2 The parties agree to execute any and all documents necessary to
effect the closing which documents shall be attached to and made
an exhibit this Agreement and the terms and conditions thereof
shall be incorporated herein by this reference. If there are any
inconsistencies between this Agreement and said documents the
terms and conditions of this Agreement shall prevail unless
otherwise agreed to by the parties in writing.
6.3 Time is expressly made the essence of this Agreement and each and
every provision hereof of which time of performance is a factor.
6.4 The transaction described hereinabove shall be closed on or
before December 30, 1999.
6.5 All real estate taxes and assessments, personal property taxes,
casualty and other insurance (which coverage will be retained and
maintained by Buyer) service contract payments, rents and other
periodic payments under any leases or with respect to leases
being transferred hereunder, utility charges and other periodic
income and charges attributable to the operation of the Property
shall not be prorated. Buyer and Seller agree that any and all
expenses incurred and accrued prior to the close of escrow shall
be Seller's responsibility and the parties will attempt to
ascertain the amount of those expenses as soon as practicable
after the close of escrow.
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6.6 Possession of the Property shall be delivered to Buyer at the
close of escrow but Seller will continue to fund any negative
cash flow until the Property is resold by the partnership, but no
longer than March 1, 2000 at which time Buyer shall become
responsible for the expenses of the Property not to exceed $5,000
in any month. All expenses accrued at and prior to March 1, 2000
shall to the sole responsibility of the Seller.
6.7 Trustee is hereby instructed not to transfer title outside of the
partnership without the prior written approval of the limited
partners.
7. RELATIONSHIP BETWEEN PARTIES. Nothing contained in this Agreement
shall be construed to create the relationship of principal and agent,
partnership, joint venture or any other relationship between the parties hereto
other than the relationship of Seller and Buyer.
8. SECTION HEADINGS. The section headings to each section are inserted
only as a matter of convenience and reference and in no way define, limit or
describe the scope or intent of this Agreement, nor do they in any way affect
this Agreement.
9. INTERPRETATION. The language in all parts of this Agreement shall
be construed under the laws of the State of California according to its normal
and usual meaning and not strictly for or against either Buyer or Seller.
10. ENTIRE AGREEMENT. This Agreement contains all agreements of the
parties hereto with respect to matters contained herein, and no prior agreements
or understandings written or oral, pertaining to any such matters may be
effective for any purpose. No other agreement, statement or promise by any other
party, employee, officer or agent of any party or to any employee, officer or
agent of any party that is not in writing signed by all the parties shall be
binding. Any agreement thereafter made shall be ineffective to change, modify,
waive or discharge this Agreement or any part thereof, in whole or in part,
unless such agreement is in writing and signed by the party against whom
enforcement of the change, modification, waiver or discharge is sought.
11. SUCCESSORS IN INTEREST. The terms, covenants and conditions of
this Agreement shall be binding upon and shall inure to the benefit of the
heirs, executors, administrators and assigns of the respective parties hereto.
12. NOTICES. Any notices, requests, demands, offers, claims or other
communications required or permitted under this Agreement shall be in writing
and shall not be effective for any purpose unless the same shall be given or
served by hand delivery evidenced by a written acknowledgment of receipt
thereof, or by mailing the same to the party to whom such notice, request,
demand, offer, claim or communications is directed, by registered or certified
mail, postage prepaid, return receipt requested, to the parties at the following
addresses:
SELLER: GO CALL INC.
Attn: Xxxxxxx Xxxx
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BUYER: SEVADA HOLDINGS, LTD IV
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attn: Xxxx Xxx Xxxxxxx
Or such other addresses as the parties may from time to time direct. The address
to which any such communications shall be sent may be changed from time to time
by notice sent in the same manner as set forth above. All notices shall be
deemed delivered two days after the date deposited into the United States mail
or when personally delivered.
13. ATTORNEY'S FEES. If any actions or proceedings are instituted by
any party to enforce any of the provisions of this Agreement, the prevailing
party in any such action or proceeding shall be entitled to recover reasonable
attorney's fees incurred in connection therewith.
14. EXECUTION OF DOCUMENTS. Each of the parties hereto shall sign any
and all documents necessary to carry out the purpose of this Agreement.
In witness whereof, the parties hereto have executed this Agreement the day and
year first written above.
SELLER: BUYER:
GO CALL INC. SEVADA HOLDINGS, LTD. IV
A Delaware Corporation A California Limited Partnership
By Itasca Holdings,
its general partner
By: /S/ Xxxxxxx Xxxx By: /S/ Xxxx Xxx Xxxxxxxx
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Xxxxxxx Xxxx, CEO Xxxx Xxx Xxxxxxx, President
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