Exhibit 4(n)
REAL ESTATE SALE CONTRACT
[Royal Palm Beach Townhouse Property]
PALM BEACH COUNTY, FLORIDA
This Contract is made as of the __ day of October, by and Between ROYAL
PALM BEACH COLONY LIMITED PARTNERSHIP, a Delaware Limited Partnership
("Seller"), and CENTEX HOMES, a Nevada General partnership ("Purchaser").
In consideration of the mutual agreements herein set forth, the Parties
agree as follows:
1. PROPERTY. Seller is the owner of fee simple title to the Property
described in Exhibit A attached hereto and incorporated herein by reference,
consisting of approximately Twenty and Eighty-Two Hundredths (20.82)+/- acres of
land in the Village of Royal Palm Beach, Palm Beach County, Florida
2. PURCHASE AND SALE. Seller agrees to sell and convey the property to
Purchaser and Purchaser agrees to purchase and acquire the Property from Seller
on the terms and conditions hereinafter set forth.
3. PURCHASE PRICE AND PAYMENT. Purchaser shall pay a total purchase
price of one Million Eight Hundred Seventy Thousand Dollars ($1,870,000),
subject to the adjustments and credits set forth in this Contract, in
immediately available funds satisfactory to Seller at Closing (defined in
Section 5).
4. DEPOSIT
4.1. Xxxxxxx Money Deposit. On the Effective Date (defined in section
22), Purchaser shall deliver to Escrow Agent (identified in Section 22) a check
in the amount of Fifty Thousand Dollars ($50,000), as the Xxxxxxx Money Deposit
for this transaction in accordance with the provision of Section 4.3. Escrow
Agent shall place all deposit monies in an interest-bearing escrow account
during the pendency of this Contract.
4.2. Additional Deposit. If this Contract is not terminated pursuant to
Section 6, then on or before 6:00 p.m., Florida time on the last day of the
Feasibility Period, Purchaser shall deliver to Escrow Agent a second check in
the amount of Fifty Thousand Dollars ($50,000) (the Additional Deposit) in
accordance with the provision of Section 4.3, which shall be combined with the
Xxxxxxx Money Deposit for an aggregate total deposit of One Hundred Thousand
Dollars ($100,000). If Purchaser
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fails to deliver the Additional Deposit before expiration of the Feasibility
Period, it will be deemed to have elected to terminate this Contract pursuant to
Section 6 and the Xxxxxxx Money Deposit shall be promptly returned to Purchaser.
4.3. Reference to Deposit. References in this Contract to the Deposit
shall include the Xxxxxxx Money Deposit, the Additional Deposit and/or any
Extension Deposit, as the context may require, together with any and all
interest accrued thereon.
4.4. Application of Deposit. If this Contract is terminated during the
Feasibility Period for any reason, Escrow Agent shall immediately return the
Xxxxxxx Money Deposit to Purchaser. If this Contract is terminated as a remedy
for default pursuant to Section 16, Escrow Agent shall deliver the Deposit to
the non-defaulting party as described in Section 16. If this Contract is
terminated because of failure of a Condition to Closing set forth in Section 10,
Escrow Agent shall return the Deposit to Purchaser as therein set forth.
4.5. Termination. If this transaction is terminated before the Closing,
the Escrow Agent shall deliver the Deposit to Seller or to Purchaser pursuant to
the terms of this Contract, or if Seller and Purchaser dispute the distribution
of the Deposit, Escrow Agent may deliver the Deposit to the appropriate court in
Palm Beach County, Florida, in an interpleader action and thereafter shall be
relieved of any further obligation therefor.
4.6. Exculpation of Escrow Agent. Escrow Agent shall not be liable to
either Party for damages or otherwise for any action taken in good faith;
provided, however, that this release of liability shall not apply to willful
acts of malfeasance or gross negligence by Escrow Agent. In any legal action
involving Escrow Agent including any interpleader action initiated by Escrow
Agent, all legal expenses reasonably incurred by Escrow Agent including all
discovery and appeals expenses shall be borne by the Party against which final
judgment is rendered or as otherwise ordered by the court.
5. CLOSING
5.l Closing Date. Purchaser agrees to complete the Closing and purchase
the Property not later than one hundred eighty (180) days after the Effective
Date. The Closing shall occur at the office of the Closing Agent (identified in
Section
5.2 First Extension. Anything herein to the contrary notwithstanding,
if the Conditions to Closing shall not have been
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satisfied within one hundred eighty (180) days after the Effective Date due to
circumstances beyond Purchaser's control, then Purchaser shall have the right to
postpone the Closing for thirty (30) days, i.e., until two hundred ten (210)
days after the Effective Date (the First Extension), upon notice to Seller given
at least ten (10) days prior to commencement of the First Extension, together
with the delivery: (a) to Escrow Agent of Purchaser's check for $12,500; and (b)
to Seller of Purchaser's check for $12,500. In the event of closing, both of the
aforesaid $12,500 payments shall be treated as additions to the Purchase Price
and shall be shown as such on the Closing Statement, i.e., the Purchase Price
shall be shown as increased to $l,895,000. Upon closing: (i) the $12,500 payment
held by Escrow Agent shall be delivered to Seller and credited against the
Purchase Price; and (ii) the $12,500 payment to Seller shall be acknowledged on
the Closing Statement as previously received by Seller and credited against the
Purchase Price. Accordingly, credits of 525,000 with regard to the First
Extension shall be shown on the Closing Statement against the increased Purchase
Price of $1,895,000. In the event that Seller shall default or be unable to
timely deliver good title to the Property to Purchaser, both of the aforesaid
512,500 payments shall be refunded to Purchaser. The $12,500 payment to Seller
described in (G) above is a non-refundable extension in the event Purchaser
terminates this contract pursuant to Section 5.5(b).
5.3 Second Extension. Anything herein to the contrary notwithstanding,
if the Conditions to Closing shall not have been satisfied within two hundred
ten (210) days after the Effective Date due to circumstances beyond Purchaser's
control, then Purchaser shall have the right to postpone the Closing for an
additional thirty (30) days, i.e., until two hundred forty (240) days after the
Effective Date (the Second Extension), upon notice to Seller given at least ten
(10) days prior to commencement of the Second Extension, together with the
delivery: (a) to Escrow Agent of Purchaser's check for $12,500; and (b) to
Seller of Purchaser's check for $12,500. In the event of closing, both or the
aforesaid S12,500 payments shall be treated as further additions to the Purchase
Price and shall be shown as such on the Closing Statement, i.e., the Purchase
Price shall be shown as further increased to $1,920,000. Upon closing: (i) the
$12,500 payment held by Escrow Agent shall be delivered to Seller and credited
against the Purchase Price; and (ii) the $12,500 payment to Seller shall be
acknowledged on the Closing Statement as previously received by Seller and
credited against the Purchase Price. Accordingly, credits of $25,000 with regard
to the First Extension and a further S25,000 with regard to the Second Extension
shall be shown on the Closing Statement against the further increased Purchase
Price of $1,920,000. In the event that Seller shall default or be unable to
timely deliver good title to the Property to Purchaser, both of the aforesaid
$12,500 payments with regard to the First Extension and both of the
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aforesaid $12,500 payments with regard to the Second Extension shall be refunded
to Purchaser. The $12,500 payment to Seller described in (G) above is a
non-refundable extension fee in the event Purchaser terminates this contract
pursuant to Section 5.5(b).
5.4 [Deleted.]
5.5 Options If Conditions to Closing Not Satisfied by the End of the
Second Extension. If the Conditions to Closing shall not have been satisfied
within two hundred forty (240) days after the Effective Date due to
circumstances beyond Purchaser's control, then Purchaser shall have the right to
either: (a) waive the unsatisfied Conditions to Closing and complete the
purchase by consummating the Closing. or (b) terminate this Contract, in which
event the Deposit shall be returned to Purchaser.
6. FEASIBILITY PERIOD. Seller hereby grants Purchaser the right for a
period of Sixty (60) days following the Effective Date (the Feasibility Period)
to inspect and investigate the Property and the feasibility of Purchaser's
proposed development according to the following terms.
6.1. Suitability for Use. Purchaser shall determine, in its sole
discretion, whether the Property is suitable for development and construction of
a community containing one hundred eighty-seven (187) Townhouse Units, together
with related amenities, structures and improvements (the Project). Purchaser
shall have the unilateral right to terminate this Contract at any time before
expiration of the Feasibility Period by delivering notice thereof to Seller,
whereupon Escrow Agent shall return the Deposit to Purchaser and neither Party
shall have any further obligation hereunder, except for the obligations of
Purchaser described in Sections 6.3 and 6.4 which shall survive termination of
this Contract.
6.2. Available Plans and Permits. Within five (5) days after the
Effective Date, Seller shall deliver to Purchaser (or 5eller shall authorize its
engineering firm to deliver to Purchaser) all of the following items pertaining
to the Property, to the extent they are within Seller's control, possession or
access: (a) development plans, construction plans, land use plans and drainage
plans; (b) governmental approvals and permits, surveys, topographical surveys,
title policies, engineering data and soil tests and traffic studies; and (c)
technical documents, plans and/or drawings.
6.3. Purchaser's Investigation of the Property. At all times prior to
Closing, Purchaser shall have the right to enter upon the Property and to make
all inspections and investigations of the condition of the Property which it may
deem
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necessary, including, but not limited to, soil borings, percolation tests,
engineering and topographical studies, and the availability of utilities, all of
which inspections shall be undertaken at Purchaser's expense. After completing
its investigation of the Property, if Purchaser elects to terminate this
Contract in accordance with this Section, Purchaser shall repair and restore any
damage caused to the Property by its testing and investigation. If Purchaser
elects to terminate this Contract in accordance with this Section, Purchaser
shall concurrently deliver to Seller copies of all non-proprietary studies and
reports obtained by Purchaser during the Feasibility Period.
6.4, Indemnification. Purchaser hereby agrees to indemnify Seller and
hold Seller harmless from and against all claims, losses, expenses, demands, and
liability, including, but not limited to, attorneys' fees and expenses incurred
prior to trial, at trial and on appeal, for nonpayment for services rendered to
Purchaser, for construction liens, or for damage to persons or property arising
out of Purchaser's investigation of or entry onto the Property. This
indemnification and agreement to hold harmless shall survive the termination or
Closing of this Contract.
7. TITLE.
7.1. Title to be Conveyed. At Closing, Seller shall convey to Purchaser
by general warranty deed, complying with the requirements of the State of
Florida and Title Company, good and marketable title in fee simple to the
Property, free and clear of any and all liens, encumbrances, conditions,
easements, assessments, restrictions and other conditions, except for the
following Permitted Exceptions: (a) general real estate taxes and special
assessments for the year of Closing and subsequent years not yet due and
payable; (b) covenants, conditions, easements, dedications and rights-of-way
shown on the Survey (defined in Section 7.3), to which Purchaser fails to object
or agrees to accept; and (c) matters of record to which Purchaser fails to
object or agrees to accept pursuant to Section 7.2.
7.2. Title Review.
7.2.1. Title Commitment. Within thirty (30) days after the Effective
Date, Purchaser shall, at Seller's expense (provided Purchaser does not
terminate this Contract during the Feasibility Period), obtain a title search,
together with complete legible copies of all instruments identified as
conditions or exceptions to title, and then shall have Title Company issue a
Title Commitment to Purchaser for the Property.
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7.2.2. Purchaser's Review. Purchaser shall have thirty (30) days after
receipt of the Title Commitment and complete copies of all exceptions identified
therein, in which to notify Seller of any objections Purchaser has to the
condition of title. Purchaser shall have the right to object to any condition
that has an adverse effect on: (a) construction, development of Subdivi1ion
Improvements (herein defined); (b) sale or occupancy of residential dwellings of
the type intended by Purchaser; (c) the cost of construction or ownership
thereof; or (d) the cost or ability to obtain or market mortgages on completed
dwellings. If Purchaser fails to notify Seller in writing of objections to title
within the 30-day review period, title shall be deemed accepted subject to the
conditions set forth in the Title Commitment.
7.2.3. Seller's Response. Within ten (10) days after receipt of
Purchaser's title objections, Seller shall notify Purchaser if Seller agrees to
attempt to cure such objections to Purchaser's satisfaction. If Seller agrees to
attempt to cure such objections, Seller shall have a reasonable period of time,
not exceeding ninety (90) days, in which to do so. If Seller (i) fails to
respond to Purchaser's title objections within ten (10) days after receipt, or
(ii) declines to attempt to cure the title objections, or (iii) agrees to
attempt to cure the title objections but fails to cure same within ninety (90)
days, Purchaser shall notify Seller within ten (10) days after such event of
Purchaser's election to either: (a) waive the title objection(s) and proceed
with Closing; or (b) attempt to cure the title objection(s) at Purchaser's
expense. If Purchaser elects to attempt to cure the title objection(s) pursuant
to clause (b), Purchaser shall have a period of at least sixty (60) days from
the date of notice to Seller in which to do so; provided, however, that
Purchaser and Seller may mutually agree upon a longer period for Purchaser to
complete its correction of the title objection(s). If, at the end of the period
allowed for Purchaser to cure the title objection(s), Purchaser has been unable
to do so, Purchaser shall have the right to waive such uncured title
objection(s) and proceed with the Closing. If Purchaser fails to waive its title
objection (5) within the 10-day period set forth in clause (a), or after it has
attempted to cure same pursuant to clause (b), Purchaser shall have the right to
terminate this Contract and Escrow Agent shall return the Deposit to Purchaser.
7.2.4. Seller's Obligations. Seller covenants and agrees that no later
than the Closing Date, it will discharge all liens against the Property securing
any obligation of Seller or Seller's predecessors in title, or any claim filed
by contractors, suppliers or workers for work performed or materials supplied by
such claimants.
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7.2.5. Update. Seller shall cause Title Company to issue an updated
Title Commitment (the Update) for the Property. If the Update contains any new
or different conditions of title than the original Title Commitment, and such
conditions have not been approved by Purchaser in accordance with this Contract,
Purchaser shall have the right to object to such new or different conditions
prior to Closing. If Purchaser so objects, the Closing shall be postponed, and
Seller shall have ten (10) days after receipt of Purchaser's new title
objections in which to notify Purchaser if Seller agrees to attempt to cure the
objections to Purchaser's satisfaction. All other rights of the Parties
concerning title shall be governed by Subsection 7 2.3.
7.2.6. New Instruments. Seller shall not record new instruments
affecting the Property without Purchaser's prior written consent.
7.3. Survey. Within three (3) days after the Effective Date, Seller
shall deliver to Purchaser the existing boundary survey or boundary sketch of
the Property prepared by a Florida licensed surveyor. Upon receipt of a copy of
the Title Commitment, Purchaser shall obtain an update of the existing survey or
sketch showing all Schedule B-2 exceptions affecting the Property, certified to
Purchaser and Title Company (the Survey), which shall depict all boundaries,
easements, rights-of-way, improvements, encroachments and other conditions
apparent on the Property or revealed by the Title Commitment, and which shall
delineate the limits of any wetlands or environmentally restricted areas. If the
Survey reveals defects, encroachments, disputes or other matters that are not
Permitted Exceptions, Purchaser shall have the right to object to such matters
within the feasibility Period and such matters shall be governed by the
provisions of 5ection 7.2 concerning title objections. The Survey may be updated
prior to Closing, and Purchaser shall have the right to object to any new or
different conditions revealed by such further update.
7.4. Survey Expense. Purchaser shall bear the expense of the Survey
updates.
7.5. Owner's Title Insurance. Purchaser shall not be obligated to
proceed to Closing unless the Title Company is prepared to issue an Owner's
Title Insurance Policy in the amount of the purchase price, insuring the gap,
excepting only the Permitted exceptions and deleting the standard exceptions
for: (a) rights of parties in possession; (b) errors or defects not revealed by
the Survey; (c) taxes or assessments for prior years due to a change in land use
or reclassification from agricultural or open space to residential use; (d)
construction, mechanics'
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and materialmen's liens which have not been filed of record but relate to work
performed for Seller before the Closing; and (e) exclusion for rights or claims
of creditors under federal bankruptcy or state insolvency laws. Purchaser shall
pay the title insurance premium.
8. DEVELOPMENT APPROVAL PROCESS.
8.1. Land Use and Zoning. If the existing land use and 20ning
applicable to the Property does not permit the development and construction of
the Project, Purchaser shall have the right, at its expense, to seek re-zoning
of the Property in Seller's name, to permit the use, development, and
construction of the Project aforesaid (the Rezoning Approval) Seller hereby
agrees to give Purchaser its full and timely cooperation, and, if required by
the Governmental Authorities, upon reasonable notice, to: (i) join in execution
of the re-zoning application; and (ii) attend any governmental meetings or
hearings required by the Governmental Authorities and requested by Purchaser
with respect to facilitating the re-zoning. Purchaser agrees: (a) to begin
preparing the application for any necessary Rezoning Approval as soon as
Purchaser can obtain verifiable engineering data for such application; (b) to
pursue the Rezoning Approval diligently; and (c) not to unreasonably delay such
application for any reason within Purchaser's control.
8.2 Preliminary Site Plan. Purchaser, at its expense, shall prepare a
plan layout for the Property (the Preliminary Site Plan) depicting the Project,
and shall submit such Preliminary Site Plan to the Governmental Authorities for
approval with respect to facilitating the re-zoning.
8.3. Site Plan. Upon expiration of the Feasibility Period, and provided
Purchaser has not terminated this Contract, Purchaser, at Purchaser's expense,
shall engage a licensed professional engineer as the Project Engineer to prepare
the technical design documents and engineering plans for the construction and
installation of the Subdivision Improvements, and prepare the plan layout for
the Property consistent with the Preliminary Site Plan depicting 187 townhouse
Lots with associated streets, parking areas, driveways, drainage structures,
ponds and easements (the Site Plan), and submit such Site Plan to the
Governmental Authorities for approval. Said approval of the Site Plan shall be a
Condition to Closing.
8.4. Development Permits.
8.4.1 Application. Purchaser and Seller, jointly and promptly, shall
apply for, and diligently seek, approval of the Site Plan and for all
Development Permits (defined in Section
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(2) necessary for construction or installation of the Subdivision Improvements,
including the desired yield of one hundred eighty-seven (187) townhouse units.
Purchaser shall be responsible for any and all expenses attributable to the
Development Permits.
8.4.2 Yield Under 187 Units. If the Governmental Authorities do not
approve Development Permits for one hundred eighty-seven (187) townhouse units,
but do approve Development Permits for at least one hundred seventy-five (175)
townhouse units, then the Purchase Price under this Contract shall be reduced by
the sum of Ten Thousand Dollars ($10,000) for each townhouse unit approved below
the desired yield of one hundred eighty-seven (187). For example, if the
Governmental Authorities approve Development Permits for only one hundred
eighty-two (182) townhouse units, then the Purchase Price shall be reduced by
Fifty Thousand Dollars ($50,000).
8.4.3 Yield Under 175 Units. If the Governmental Authorities do not
approve Development Permits for at least one hundred seventy-five (175) units,
then Purchaser shall have the right to either: (a) complete the purchase by
consummating the Closing at a Purchase Price of One Million Seven Hundred Fifty
Thousand Dollars ($1,750,000); or (b) terminate this Contract, in which event
the Deposit shall be returned to Purchaser.
8.4.4 Off-Site Improvements. As of the Effective Date, Seller and
Purchaser expect that no approval of the Site Plan or any Development Permit
shall impose any new or additional requirements for Off-Site improvements
(defined in Section 22). Notwithstanding anything contained in this Contract to
the contrary, if the Governmental Authorities do condition approval of the Site
Plan or any Development Permit on new or additional Off-Site improvements the
cost of which shall exceed Fifty Thousand Dollars ($50,000) in the aggregate,
then Purchaser shall have the right to deem the Site Plan or such Development
Permit not approved for the purposes of this Contract, unless Seller shall agree
to pay by credit at the Closing the amount of all such new or additional
Off-Site improvements exceeding S50,000.
8.5 Mitigation. By way of inclusion and not limitation, Seller hereby
expressly warrants and represents to purchaser that: (a) except as set forth in
this Section 8.5, all environmental mitigation for the Property has been
achieved and completed at Seller's sole cost and expense; and (b) all approvals
required from the Governmental Authorities for such environmental mitigation
(with the exception of any approval required from the Village of Royal Palm
Beach) already have been obtained, are available for Purchaser's inspection, and
shall be transferred to Purchaser not later than Closing, at no expense to
Purchaser. Notwithstanding anything contained herein to the
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contrary: (i) Purchaser acknowledges that it will be required to obtain a
modification of the existing Army Corps of Engineers permit based upon
Purchaser's submission of its proposed site plan for the Property, and (ii)
Seller agrees that additional filing fees, if any, charged by the Army Corps of
Engineers and additional costs of mitigation, if any, mandated by the Army Corps
of Engineers shall be paid by Seller.
8.6. Concurrency. By way of inclusion and not limitation, Seller hereby
expressly warrants and represents to Purchaser that Seller already has received
one hundred eighty-seven (187) units of traffic concurrency for the Property,
all of which shall be transferred to Purchaser not later than Closing, at no
expense to Purchaser. Purchaser shall apply for a certificate from the
Governmental Authorities assuring that the Property is entitled to the issuance
of building permits for one hundred eighty-seven (187) Townhouse Units without
the necessity of Purchaser constructing any Off-Site improvements or paying any
additional expenses or fees (except customary impact fees and fees for the
issuance of building permits applicable generally to all residential
construction).
8.7. Availability of Utilities. Within the Feasibility Period,
Purchaser shall determine: (a) if it will be able to obtain water, sewer,
electricity, natural gas, cable television and telephone services to the
Property in sufficient size and capacity to provide service to the one hundred
eighty-seven (187) townhouses intended for the Property; and (b) the cost
required to bring such utilities to the Property.
8.8. Plat Approval. The Plat of the Property shall have been approved,
in form satisfactory to Purchaser, prior to Closing, as a condition precedent to
Closing and shall be ready for recording upon payment of the fees or charges
imposed by the Governmental Authorities for recording.
8.9. Transfer and Assignment of Owner's Rights. At Closing, Seller
shall transfer and assign to Purchaser all right, title and interest in and to,
any and all permits, plans, applications, approvals, certifications,
engineering, drawings, designs, calculations and other information and/or
documents relating to the Property or its development, and shall execute and
deliver to Purchaser such evidence of transfer as shall be required by
Purchaser.
8.10 County Approvals Not Required. Seller hereby represents to
Purchaser that ne1ther the Site Plan nor the Plat for the Project requires the
approval of any Governmental Authorities at the Palm Beach County level ("County
Approvals"). Purchaser shall endeavor to obtain satisfactory written
confirmation that no County Approvals are required. If Purchaser
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either (a) shall be unable to obtain such written confirmation, or (b) shall
determine that any County Approvals are necessary for the Site Plan and/or the
Plat, then Purchaser shall give notice to Seller of such requirement(s). In such
event, the Closing Date automatically shall be postponed to occur not later than
thirty (30) days after Purchaser's receipt of final County Approvals. Anything
herein to the contrary notwithstanding, the Closing shall be not later than two
hundred seventy (270) days after the Effective Date.
9. REPRESENTATIONS AND WARRANTIES.
9.1. Seller's Representations and Warranties. Seller hereby represents
and warrants to Purchaser as of the Effective Date and as of the Closing Date as
follows:
9.1.1. Authority. The execution and delivery of this Contract by Seller
and the consummation by Seller of the transaction contemplated by this Contract
are within Seller's capacity and all requisite action has been taken to make
this Contract valid and binding on Seller in accordance with its terms.
9.1.2. No Leqal Bar. The execution by Seller of this Contract and the
consummation by Seller of the transaction hereby contemplated does not, and on
the Closing Date will not (a) result in a breach of or default under any
indenture, agreement, instrument or obligation to which Seller is a party and
which affects all or any portion of the Property, or (b) to Seller's knowledge,
constitute a violation of any governmental requirement.
9.1.3. No Default. Seller is not in default under any indenture,
mortgage, deed of trust, loan agreement, or other agreement to which Seller is a
party and which affects any portion of the Property.
9.1.4. Title. Seller is the owner of marketable fee simple title to the
Property, subject only to the Permitted Exceptions (and encumbrances of record
which will be discharged at Closing), and no part of the Property has ever been
occupied by Seller as a residence or homestead. Seller has no knowledge of any
circumstance or event that may give rise to an attempt by any Governmental
Authority to seize the Property under any civil or criminal law authorizing
seizure or forfeiture as a penalty for violation.
9.1.5. Litigation. There are no actions, suits, proceedings or
investigations pending or, to the knowledge of Seller, threatened against the
Property, including without limitation, condemnation or eminent domain claims,
actions or proceedings.
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9.1.6. No Hazardous Material. Seller has not received any notice and
has no knowledge that the Property or the real property adjoining and/or
contiguous to the Property has ever been used by previous owners and/or
operators, and Seller has not used the Property or the real property adjoining
and/or contiguous to the Property to generate, manufacture, refine, transport,
treat, store, handle or dispose of Hazardous Material, as defined herein,
whether used in construction or stored on the Property, and Seller has not
received a summons, citation, directive, letter or other communication, written
or oral, from any agency or department of the State of Florida or the U.S.
Government concerning any intentional or unintentional action or omission which
resulted in the releasing, spilling, leaking, pumping, pouring, emitting,
emptying or dumping of Hazardous Material on the Property or on the real
property adjoining and/or contiguous to the Property.
9.1.7. Parties in Possession. There are no parties in possession of any
portion of the Property or improvements as lessees, tenants or trespassers.
9.1.8. No Violations of Law. Seller has no knowledge of any violation
of local, state or federal laws, ordinances, rules or regulations applicable to
the Property.
9.1.9. Site Conditions. Seller has no knowledge of any condition of the
Property that will, or may, interfere with Purchaser's use of the Lots for
construction of townhouses, or will, or may, materially increase the expense of
construction of townhouses (exclusive of the need for fill, if any), except as
depicted on the Survey or revealed in the Title Commitment.
9.1.10. No Unrecorded Commitments. The Property is subject to no
commitments for contributions or assessments of money or land or use agreements,
easements or restrictions except as set forth in the official public records of
real property.
9.2. Duty to Disclose. Seller shall disclose to Purchaser in writing
any conditions or events that arise or occur subsequent to the Effective Date
that become known to Seller and which contradict or modify in any material
respect any representation of Seller set forth herein or otherwise have a
material effect upon the Property or its use.
9.3. Covenant Against Waste. Seller shall not knowingly permit trash or
other material to be deposited upon the Property and shall deliver it to
Purchaser in substantially the same condition in which the Property exists as of
the Effective Date of this Contract. Seller shall not remove trees, excavate
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or remove dirt or fill material from the property or do any other act that would
increase the difficulty or expense of constructing or installing the Subdivision
Improvements.
9.4. Purchaser's Representations and Warranties. Purchaser hereby
represents and warrants to Seller as of the Effective Date and as of Closing
Date as follows:
9.4.1. Authority. The execution and delivery of this Contract by
Purchaser and the consummation by Purchaser of the transaction contemplated by
this Contract are within Purchaser's capacity and all requisite action has been
taken to make this Contract valid and binding on Purchaser in accordance with
its terms.
9.4.2. No Legal Bar. The execution by Purchaser of this Contract and
the consummation by Purchaser of the transaction hereby contemplated does not,
and on the Closing Date will not (a) result in a breach of or default under any
indenture, agreement, instrument or obligation to which Purchaser is a party and
which affects all or any portion of the Property, or (b) to Purchaser's
knowledge, constitute a violation of any governmental requirement.
9.5. Survival. Seller's representations and warranties contained in
this Section 9 shall survive Closing and shall not be merged therein for a
period of one (1) year. Title warranties contained in the deed of conveyance
shall not be limited by this Section.
10. CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser shall not
be obligated to close unless each of the following conditions (the Conditions to
Closing) are either fulfilled or waived, in writing, by Purchaser.
10.1. Compliance with Covenants. Seller shall have performed all
covenants, agreements and obligations and complied with all conditions required
by this Contract to be performed or complied with by Seller prior to the Closing
Date, and Seller's representations and warranties shall be true and correct in
all material respects.
10.2. Status of Title. The status of title to the Property shall be as
required by this Contract.
10.3. Development Approvals. The approvals required under this Contract
for land use and zoning (Section 8.1), site plan (Section 8.3), concurrency
(Section 8.6) and plat (Section 8.8) shall have been satisfied and fulfilled.
The attachment or imposition to any of the approvals required of Sections 8.1,
8.3,
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8.6, and 8.8, or conditions objectionable to Purchaser shall prevent the
fulfillment of the Conditions to Closing by satisfaction, nor shall any
approval(s) be deemed final until they become non-appealable.
10.4. Moratorium. There will be no general moratorium imposed by any
Governmental Authority or utility supplier with respect to the issuance of
building permits affecting the Property or sanitary sewer, water or electricity
connections with respect to the Property. If any such moratorium exists, the
Closing shall he delayed until the moratorium has been lifted or for one hundred
eighty (180) days, whichever is sooner. If the moratorium has not been lifted
within one hundred eighty (180) days and Purchaser chooses not to waive this
condition, either Party shall have the right to terminate this Contract by
notice, whereupon Escrow Agent shall refund the Deposit to Purchaser and neither
Party shall have any further obligation hereunder, except for Purchaser's
obligations under Sections 6.3 and 6.4.
10.5. Satisfaction of Conditions. As more particularly set forth in
Section 5 of this Contract, if the Conditions to Closing shall not have been
satisfied, then Purchaser shall have the right to elect to either: (a) waive the
unsatisfied Conditions to Closing and complete the purchase by closing; or (b)
terminate this Contract, in which event the Deposit shall be returned to
Purchaser.
11. CLOSING DOCUMENTS.
11.1. Documents. At Closing, Seller shall deliver the following
documents ("Seller's Closing Documents") to Purchaser:
11.1.1. Deed. A General Warranty Deed duly executed by Seller so as to
convey to Purchaser good and marketable fee simple title to the Property free
and clear of all liens, encumbrances and other conditions of title other than
the Permitted Exceptions.
11.1.2. Construction Lien Affidavit. An affidavit from Seller attesting
that: (a) no individual, entity or Governmental Authority has any claim against
the Property under the applicable construction lien law; (b) no individual,
entity or Governmental Authority is either in possession of the Property or has
a possessory interest or claim in the Property; and (c) no improvements to the
Property have been made for which payment has not been made. Seller shall
indemnify Purchaser against any claims asserted by contractors or suppliers for
work performed or materials supplied for the Property which were not authorized
in writing by Purchaser.
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11.1.3. Seller's Affidavit. An affidavit from Seller in form and
content reasonably satisfactory to the Title Company to enable the Title Company
to delete exceptions to the Title Commitment for matters appearing between the
effective date of the Title Commitment and the effective date of the Title
Policy.
ll.1.4. FIRPTA. A Non-Foreign Transferor Affidavit in accordance with
Section 1445 of the Internal Revenue Code.
ll.l.5. Closing Statement. A Closing Statement setting forth the
purchase price, Deposit and all credits, adjustments and prorations between
Purchaser and Seller, and the net proceeds due Seller.
11.1.6. Corrective Documents. Documentation required to clear title to
the Property of all unpermitted liens, encumbrances and exceptions, if any, and
such other documents duly executed in recordable form as are contemplated herein
or reasonably required from Seller or Title Company to consummate the Closing,
and delete all standard title exceptions.
11.1.7. Assignments. Instruments reasonably required to effect the
transfer of Seller's rights, title and interest in any development related
material as described in Section 8.
11.2. Pre-Closing Delivery. Copies of the Closing Documents shall be
delivered to Purchaser's Counsel for review at least five (5) days prior to the
Closing Date.
12. CLOSING PROCEDURE. The Closing shall proceed in the following
manner:
12.1. Transfer of Funds. Purchaser shall fund the purchase price to the
Closing Agent by wire transfer.
12.2. Delivery of Documents. Seller shall deliver Seller's Closing
Documents to Closing Agent.
12.3 Disbursement of Funds and Documents. If Title Company will endorse
the Title Commitment to delete the exception for matters appearing between the
effective date of the Title Commitment and the effective date of the Owner's
Title Policy, then Closing Agent shall disburse the sale proceeds to Seller, and
the Seller's Closing Documents to Purchaser and Closing Agent shall immediately
record the Deed in the Public Records. If Title Company will not endorse the
Title Commitment to insure the gap, Closing Agent shall record the Deed when
Closing Agent is holding the purchase price in cleared funds. After the Deed is
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recorded, Title Company shall be requested to issue the Owner's Title Policy
without any change from the effective date of the Title Commitment. Closing
Agent shall disburse the purchase price to Seller, and the Seller's Closing
Documents to Purchaser upon the issuance of the Owner's Title Policy.
13. PRORATIONS AND CLOSING COSTS.
13.1. Prorations. The following items shall be prorated and adjusted
between Seller and Purchaser as of the midnight preceding Closing, except as
otherwise specified:
13.1.1. Taxes. Real estate taxes shall be prorated on the Closing Date
based on amounts for the current year with maximum discount taken, except that
if tax amounts for the current year are not available, prorations shall be made
based upon the taxes for the preceding year, with maximum discount taken.
13.1.2. Pending and Certified Liens. Certified municipal liens and
pending municipal liens for which work has been substantially completed shall be
paid by Seller; provided, however, that Purchaser shall be exclusively
responsible for payment of any liens or assessments arising from its use of the
Property.
13.l.3. Other Items. All other items required by any other provision of
this Contract to be prorated or adjusted.
13.2. Re-Proration of Taxes. If subsequent to Closing, taxes for the
year of Closing are determined to be higher or lower than as prorated, a
re-proration and adjustment will be made at the request of Purchaser or Seller
upon presentation of actual tax bills and any payment required as a result of
the re-proration shall be made within 30 days following demand therefor. All
other prorations and adjustments shall be final.
13.3. Seller's Closing Costs. Seller shall pay for the following items
at the time of Closing:
(a) Certified and pending municipal special assessment liens for
which the work has been substantially completed pursuant to
Subsection 13.1.2;
(b) Title Curative Instruments, if any; and
(c) State and local transfer taxes and documentary stamps on the
Deed.
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13.4 Purchaser's Closing Costs. Purchaser shall pay for the following
items:
(a) Recording of the Deed; and
(b) Owner's Title Insurance Premium.
14. POSSESSION. Purchaser shall be granted full possession o(pound) the
Property at Closing.
15. CONDEMNATION. In the event of the institution of any proceedings by
any Governmental Authority which shall relate to the taking or proposed taking
of any portion of the Property by eminent domain prior to Closing, or in the
event of the taking of any portion of the Property by eminent domain prior to
Closing, Seller shall promptly notify Purchaser and Purchaser shall thereafter
have the right and option to terminate this Contract by giving Seller notice of
Purchaser's election to terminate within ten (10) days after receipt by
Purchaser of the notice from Seller. Seller hereby agrees to furnish Purchaser
with notice of a proposed condemnation within two (2) days after Seller's
receipt of such notification. Should Purchaser terminate this Contract, the
Deposit shall immediately be returned to Purchaser and thereafter the Parties
shall be released from their respective obligations and liabilities hereunder
except as set forth in Sections 6.3 and 6.4. Should Purchaser elect not to
terminate, the Parties shall proceed to Closing and Seller shall assign and
convey all of its right, title and interest in all awards in connection with
such taking to Purchaser. If Purchaser fails to notify Seller of its election to
purchase the Property within the 10-day period, Purchaser will be deemed to have
terminated this Contract and its Deposit shall be refunded.
16. DEFAULT.
16.1. Purchaser's Default. In the event that this transaction fails to
close due to a wrongful refusal or default on the part of Purchaser, the deposit
shall be delivered by Escrow Agent to Seller as agreed liquidated damages and
thereafter, neither Purchaser nor Seller shall have any further obligation under
this Contract except as set forth in Sections 6.3 and 6.4; provided, however,
that Purchaser shall also be responsible for the removal of any liens asserted
against the Property by persons claiming by, through or under Purchaser, but not
otherwise. Purchaser and Seller acknowledge that if Purchaser defaults, Seller
will suffer damages in an amount which cannot be ascertained with reasonable
certainty on the Effective Date and that the amount of the Deposit to be paid to
Seller most closely approximates the amount necessary to compensate Seller in
the event of such default. Purchaser and Seller agree that this is a bona fide
liquidated damages provision and not a penalty or
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forfeiture provision. Seller waives all other remedies including the right to
recover damages in excess of the Deposit and the right to enforce specific
performance.
16.2. Seller's Default. In the event that Seller shall fail to fully
and timely perform any of its obligations hereunder, then Purchaser may, at its
option: (a) declare Seller's default under this Contract by notice delivered to
Seller, in which event the Deposit shall be refunded to Purchaser and Purchaser
may recover all damages occasioned by such default up to the total out-of-pocket
expenses paid to third parties by Purchaser and incurred pursuant to this
Contract through the date of default, including attorneys' fees and other
expenses of recovery, but in no event to exceed One Hundred Thousand Dollars
($100,000); (b) enforce specific performance of this Contract; or (c) grant such
extensions of time as Purchaser deems proper under the circumstances without
waiving any other remedy.
16.3. Notice. Prior to declaring a default and exercising the remedies
described herein, the non-defaulting Party shall issue notice of default to the
defaulting Party describing the event or condition of default in sufficient
detail to enable a reasonable person to determine the action necessary to cure
the default. The defaulting Party shall have thirty (30) days from delivery of
the notice in which to cure the default. If the default has not been cured
within the 30-day period, the non-defaulting Party may exercise the remedies
described above.
17. REAL ESTATE COMMISSION. Seller has entered into a separate
agreement with RTL Realty, Inc. and National Realty Investment Group, Inc., both
licensed real estate brokers, for payment of real estate commissions upon
Closing. Seller shall be exclusively responsible for payment of such real estate
commissions due RTL Realty, Inc. and National Realty Investment Group, Inc. and
Purchaser shall have no liability whatsoever for such obligations. Purchaser has
engaged the services of Centex Realty, Inc. and Purchaser shall be exclusively
responsible for payment of the real estate commission due Centex Realty, Inc.
and Seller shall have no liability whatsoever for such obligation. Apart from
the agreements to pay commissions to the brokers set forth in this paragraph;
Seller and Purchaser each represent and warrant to the other that neither party
has engaged the services of any other real estate agent or broker with respect
to this transaction, and Seller and Purchaser agree to indemnify and hold each
other harmless from any and all claims for any brokerage fees or commissions
asserted by brokers, agents, consultants or finders claiming by, through or
under the indemnifying party. The provisions of this Section shall survive the
Closing or termination of this Contract.
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18. IMPACT FEES. Purchaser acknowledges that development of the Property will
require payment of impact fees to the Governmental Authorities, and such impact
fees have not been paid and are not included as part of the Property. Payment of
such fees shall be Purchaser's responsibility after Closing. The requirement of
the payment of impact fees shall not be a condition of Closing. To the extent
Seller has paid impact fees with respect to the Property (such as traffic,
water/sewer, roads, education/schools, police, fire, libraries, parks) to any of
the Governmental Authorities, Seller, at Closing shall assign to Purchaser and
Purchaser shall receive credit for the impact fees paid attributable to the
Property.
19. NOTICES. Any notice, request, demand, instruction or other communication to
be given to either party hereunder, except where required to be delivered at the
Closing, shall be in writing and shall be hand-delivered or sent by Federal
Express or a comparable overnight mail service, or mailed by U.S. registered or
certified mail, return receipt requested, postage prepaid, to Purchaser, Seller,
Purchaser's Counsel, Seller's Counsel and Escrow Agent, at their respective
addresses set forth below. Notice shall be deemed to have been given upon
receipt or refusal of delivery of said notice. The addressees and addresses for
the purpose of this Section may be changed by giving notice. Unless and until
such written notice is received, the last addressee and address stated herein
shall be deemed to continue in effect for all purposes hereunder.
If to Seller: ROYAL PALM BEACH COLONY
LIMITED PARTNERSHIP
a Delaware Limited Partnership
c/o Xxxxx X. Xxxxxx
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000;
With a copy to: XXXXXX XXXXXXX, ESQ.
000 Xxxxxx Xxxxxxx Xxxx
Xxxxx Xxxxx, XX 00000.
If to Purchaser: CENTEX HOMES
0000 Xxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxx - Division President;
With a copy to: Xxxxxxx X. Xxxxxx, Esq.
Centex Homes
0000 Xxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxx 00000.
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20. ASSIGNMENT. The terms and conditions of this Contract are hereby
made binding on the successors and assigns of the Parties. Except as herein set
forth, neither Party may assign its interest in this Contract without the prior
written consent of the other Party. Any attempt to assign this Contract without
prior written consent of the other Party will be of no effect and will be an
event of default hereunder. Notwithstanding the foregoing, Purchaser shall have
the right to enter into agreements with other potential users of the Property
which agreements may be in the form of partnership or joint venture agreements,
contracts for sale, partial assignments or other forms of participation. Seller
agrees to cooperate with Purchaser by allowing Purchaser the freedom to
structure such deals without being in violation of this Contract provided that
Purchaser shall remain exclusively liable to Seller for the performance of this
Contract, and no such agreement shall affect Seller's rights or Purchaser's
obligations hereunder; and Purchaser shall have the right to assign this
Contract without Seller's consent to a wholly-owned affiliate or subsidiary of
Purchaser or to any other entity in which Purchaser is a principal with at least
a fifty percent (50%) ownership interest. Purchaser shall notify Seller of any
such agreements prior to the Closing, and Seller will accommodate such
agreements by delivering separate deeds and title insurance policies, if
reasonably requested, provided that Purchaser shall bear all expenses in excess
of those set forth in Section 13 hereof.
21. MISCELLANEOUS.
21.1. Counterparts. This Contract may be executed any number of
counterparts, any one and all of which shall constitute the Contract of the
Parties and each of which shall be deemed an original.
21.2. Section and Paragraph Headings. The section and paragraph
headings herein contained are for the purposes of identification only and shall
not be considered in construing this Contract.
21.3. Amendment. No modification or amendment of this Contract shall be
of any force or effect unless in writing executed by both Seller and Xxxxxxxxx.
00 0. Attorneys' Fees. If any Party obtains a judgment against any
other party by reason of breach of this Contract, attorneys' fees and costs
shall be included in such judgment.
21.5. Governing Law. This Contract shall be interpreted in accordance
with the laws of the State of Florida, both substantive and remedial.
20
21.6. Entire Contract. This Contract sets forth the entire agreement
between Seller and Purchaser relating to the Property and all subject matter
herein and supersedes all prior and contemporaneous negotiations, understandings
and agreements, written or oral, between the Parties.
21.7. Time of the Essence. Time is of the essence in the performance of
all obligations by Purchaser and Seller under this Contract.
21.8. Computation of Time. Any reference herein to time periods of less
than six (6) days shall exclude Saturdays, Sundays and legal holidays in the
computation thereof. Any time period provided for in this Contract which ends on
a Saturday, Sunday or legal holiday shall extend to 6 00 p.m. on the next Full
Business Day.
21.9. Successors and Assigns. This Contract shall inure to the benefit
of and be binding upon the permitted successors and assigns of the Parties.
21.10. Acceptance Date. This Contract shall be null and void and of no
further force and effect unless a copy of same executed by Seller is delivered
to Purchaser three (3) days from delivery to Seller.
21.11. Construction of Contract. All of the Parties to this Contract
have participated freely in the negotiation and preparation hereof; accordingly,
this Contract shall not be more strictly construed against any one of the
Parties.
21.12. Gender. As used in this Contract, the masculine shall include
the feminine and neuter the singular shall include the plural and the plural
shall include the singular as the context may require.
21.13. Exclusivity. Centex Corporation, a Nevada corporation, is not a
party to this Contract and shall have no direct or derivative liability for any
obligation of Purchaser under this Contract.
21.14. Relationship of the Parties. Nothing herein contained shall be
deemed to (l) create a relationship between Seller and Purchaser as other than
buyer and seller; (2) authorize either Party to bind the other in any manner
whatever; or (3) create a fiduciary duty on the part or either Party to the
other.
22. DEFINITIONS. The following terms when used in this Real Estate Sale
Contract shall have the following meanings:
21
22.1. Business Day. Any day, except Saturdays, that the banks in Palm
Beach County, Florida are open for business.
22.2. Closing. The act of conveyance of the Property to Purchaser
concurrently with the delivery of the purchase price to Seller.
22.3. Closing Agent. Metropolitan Title and Guaranty Company, 0000 Xxx
Xxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxx 00000.
22.4. Closing Date. The date on which Property is conveyed to
Purchaser.
22.5. Contract. This Real Estate Sale Contract.
22.6. Development Permits. All approvals or permits that must be
officially issued or rendered by any Governmental Authority before Purchaser can
lawfully begin construction of the Subdivision Improvements, including without
limitation, all approvals or permits required by the U.S. Environmental
Protection Agency ("EPA"), U.S. Army Corps of Engineers ("Corps"), Florida
Department of Environmental Protection ("DEP"), South Florida Water Management
District ("SFWMD"), Palm Beach County, and the Village of Royal Palm Beach.
22.7. Effective Date. The date the last Party (excluding Escrow Agent)
receives a fully executed copy of this Contract.
22.8. Escrow Agent. Xxxxxx Xxxxxxx, Esq., 000 Xxxxxx Xxxxxxx Xxxx,
Xxxxx Xxxxx, Xxxxxxx 00000.
22.9. Feasibility Period. The period of time beginning on the Effective
Date and ending sixty (60) days thereafter.
22.10. Governmental Authority. Any federal, state, county, municipal or
other governmental department, entity, authority, commission, board, bureau,
court, agency, or other instrumentality of any of them, having jurisdiction over
the Property, or any portion thereof, and whose approval is necessary for the
satisfaction of any conditions contained in this Contract.
22.11. Hazardous Material. Any flammable or explosive materials,
petroleum or petroleum products, natural gas or synthetic gas usable for fuel,
radioactive materials, hazardous wastes or substances or toxic wastes or
substances, including without limitation, any substances now or hereafter
defined as or included in the definition of "hazardous substances," "hazardous
wastes," "hazardous materials," "toxic materials" or "toxic substances" under
any applicable governmental requirements.
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22.12. Lot. Each residential building site depicted on the Preliminary
Subdivision Plan of the Property.
22.13. Off-Site. Any condition or matter associated with development of
the Project but which is located on land outside the boundaries of the relevant
plat or the Preliminary Subdivision Plan.
22.14. Preliminary Site Plan. The engineering drawings, plans and
specifications for the Lots in the form receiving final approval by the
Governmental Authorities.
22.15. Property. The real property described in Exhibit A, all of
Seller's rights under the covenants, conditions, restrictions and easements
encumbering or benefitting such real property, and any improvements thereon, and
any entitlements to utility capacities, storm water discharge, environmental
mitigation credits and/or traffic concurrency units associated with ownership of
such real property.
22.16. Purchaser's Counsel. Xxxxxxx X. Xxxxxx, Centex Homes, 0000 Xxx
Xxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxx 00000.
22.17. Seller's Counsel. Xxxxxx Xxxxxxx, Esq., 000 Xxxxxx Xxxxxxx Xxxx,
Xxxxx Xxxxx, Xxxxxxx 00000.
22.18. Subdivision Improvements. The streets, storm water management
structures, storm sewers, water lines, sanitary sewers, electric lines and other
improvements necessary for construction and occupancy of townhouses on the Lots.
22.19. Title Commitment. An ALTA Title Insurance Commitment from a
Title Company acceptable to Purchaser, agreeing to issue the Title Policy to
Purchaser upon satisfaction of the Purchaser's obligations pursuant to this
Contract.
22.20. Title Company. Metropolitan Title and Guaranty Company, 0000 Xxx
Xxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxx 00000.
22.21. Title Policy. An ALTA Owners Title Insurance Policy in the
amount of the purchase price, insuring Purchaser's title to the land and
easements described in this Contract, subject only to the Permitted Exceptions
as herein defined.
IN WITNESS WHEREOF, the Parties have executed this Contract as of the date last
written below.
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WITNESSES: Executed by Seller on
October 22, 1999
/s/??????????? ROYAL PALM BEACH COLONY
--------------- LIMITED PARTNERSHIP,
a Delaware Limited Partnership
/s/Xxxxxxx Xxxxxxxxxx By: XXXXX MANAGEMENT COMPANY, INC.
--------------------- as Managing General Partner
By /s/Xxxxx X. Xxxxxx
------------------
Xxxxx X. Xxxxxx
Authorized Agent
WITNESSES: Executed by Purchaser on
October 20, 1999
/s/Xxxxxxxx X. Xxxxxxx CENTEX HOMES
---------------------- a Nevada General Partnership
/s/Xxxx Xxxx Xxxxxxxx By: CENTEX REAL ESTATE CORPORATION,
--------------------- a Nevada corporation,
Managing General Partner
By: /s/Xxxxx Xxxx
-------------
Xxxxx Xxxx, Division President
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ESCROW AGENT'S RECEIPT FOR DEPOSIT
XXXXXX XXXXXXX, ESQ., Escrow Agent, acknowledges receipt from Purchaser
of the Xxxxxxx Money Deposit in the sum of $50,000, to be held and disbursed
strictly in accordance with the term of this Contract.
DATED: October __, 1999.
__________________________________
XXXXXX XXXXXXX, ESQ., Escrow Agent
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EXHIBIT A
---------
LEGAL DESCRIPTION
A parcel of land being a portion of Sections 34-27 -- X000, X00X Xxxx
Xxxxx Xxxxxx, Xxx.
26
