EXHIBIT 10.8
CONTRACT FOR SALE AND PURCHASE
PARTIES: XXXXXX HIDE COMPANY, INC. ("Seller"), of X.X. Xxx 000,
Xxxxxxx, XX 00000 (Phone) 000-000-0000 and XXXXXXX XXX and/or Assigns ("Buyer"),
of 00000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 (Phone) 000-000-0000, hereby
agree that Seller shall sell and Buyer shall buy the following described Real
Property ("PROPERTY") upon the following terms and conditions, which include
Standards for Real Estate Transactions (STANDARD(S)) on the reverse side hereof
or attached hereto and riders and addenda to this Contract for Sale and Purchase
("CONTRACT").
I. DESCRIPTIONS:
(a) Legal description of the Real Property located in Sumter County, Florida:
Parcels of real property located in Sections 20, 21, 27, 28, 29, 33, and 34 of
Township 18 South, Range 23 East, Sumter County, Florida consisting of
approximately 2300 acres more or less. The exact acreage and description of the
property are to be determined by survey at a later date; said survey to be
provided by Buyer.
(b) Xxxxxx Xxxxxxx of the Property is: C.R. 501 and C.R. 468, Sumter
County, Florida.
(c) Personal Property: None - the above described property is vacant.
II. PURCHASE PRICE.................................... $15,000,000.00**
*** See Addendum attached hereto and made a part hereof by reference
PAYMENT:
(a) Deposit held in an interest bearing account by XXXXX X. XXXX, P.A.
in the amount of....................................... $10,000.00
(b) Additional escrow deposit to be made within ___ days after Effective
Date in the amount of ................................. $ -0-
(c) Subject to AND assumption of existing mortgage in good standing
in favor of _____________ having an approximate present principal
balance of ............................................ $ -0-
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(d) Purchase money mortgage and note to Seller (see addendum) in the
amount of ............................................. $ -0-
(e) Other:................................................. $ -0-
(f) Balance to close by U.S. cash, LOCALLY DRAWN certified or
cashier's check or third-party loan, subject to adjustments or
prorations............................................. $14,990,000.00
[Illegible margin notation]
III. TIME FOR ACCEPTANCE OF OFFER; EFFECTIVE DATE; FACSIMILE: If this offer
is not executed by and delivered to all parties OR FACT OF EXECUTION
communicated in writing between the parties on or before February 12, 2002, the
deposit(s) will, at Buyer's option, be returned and this offer withdrawn. The
date of Contract ("EFFECTIVE DATE") will be the date when the last one of the
Buyer and Seller has signed this offer. A facsimile copy of this contract and
any signatures thereon shall be considered for all purposes as originals.
IV. FINANCING:
INTENTIONALLY DELETED
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V. TITLE EVIDENCE: At least 10 days before closing date, (CHECK ONLY ONE): XX
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Seller shall deliver to Buyer or Buyer's attorney; or ___ Buyer shall at Buyer's
expense obtain (CHECK ONLY ONE): ___ abstract of title; or XX title insurance
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commitment (with legible copies of instruments listed as exceptions attached
thereto) and, after closing, an owner's policy of title insurance.
VI. CLOSING DATE: This transaction shall be closed and the deed and other
closing papers delivered on or before April 30, 2002, unless modified by other
provisions of this Contract.
VII. RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer shall take title subject to:
comprehensive land use plans, zoning, restrictions, prohibitions and other
requirements imposed by governmental authority; restrictions and matters
appearing on the plan or otherwise common to the subdivision; public utility
easements of record (easements are to be located contiguous to Real Property
lines and not more than 10 feet in width as to the rear or front line and 7 1/2
feet in width as to the side lines, unless otherwise stated herein); taxes for
year of closing and subsequent years; assumed mortgages and purchase money
mortgages, if any (if additional items, see addendum); provided, that there
exists at closing no violation of the foregoing and none prevent use of the
Property for mixed use commercial and residential purpose(s).
VIII. OCCUPANCY: Seller warrants that there are no parties in occupancy other
than Seller; but if Property is intended to be rented or occupied beyond
closing, the fact and terms thereof and the tenant(s) or occupants shall be
disclosed pursuant to Standard D. Seller shall deliver occupancy of Property to
Buyer at the time of closing unless otherwise stated herein. If occupancy is to
be delivered before closing, Buyer assumes all risks of loss to Property from
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date of occupancy, shall be responsible and liable for maintenance from that
date, and shall be deemed to have accepted Property in its existing condition as
of time of taking occupancy unless otherwise stated herein.
IX. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten
provisions, riders and addenda shall control all printed provisions of this
Contract in conflict with them.
X. ASSIGNABILITY: (CHECK ONLY ONE): Buyer ___ may assign and thereby be released
from any further liability under this Contract: X may assign but not be released
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from liability under this Contract; or ____ may not assign this Contract.
XI. ADDENDA: If additional terms are to be provided, attach addendum and CHECK
HERE X.
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THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK
THE ADVICE OF AN ATTORNEY PRIOR SIGNING.
/s/ X. X. Xxxxxx 2-7-02
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Xxxxxxx Xxx (Buyer) (Date) XXXXXX HIDE CO. INC. (Seller) (Date)
Social Security or Tax I.D. #________ Social Security or Tax I.D. # 00-0000000
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Deposit under Paragraph II (a) received: IF OTHER THAN CASH, THEN SUBJECT TO
CLEARANCE. (Escrow Agent)
Name: XXXXX X. XXXX, P.A.
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Signature of Escrow Agent Upon Receipt of Deposit
Listing Broker OXFORD LAND COMPANY
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STANDARDS FOR REAL ESTATE TRANSACTIONS
A. EVIDENCE OF TITLE: (1) An abstract of title prepared or brought current by a
reputable and existing abstract firm (if not existing than certified as correct
by an existing firm) purporting to be an accurate synopsis of the instruments
affecting title to the Real Property recorded in the public records of the
county wherein the Real Property is located through Effective Date. It shall
commence with the earliest public records, or such later date as may be
customary in the county. Upon closing of this Contract, the abstract shall
become the Property of Buyer, subject to the right of retention thereof by first
mortgage until fully paid. (2) A title insurance commitment issued by a Florida
licensed title insurer agreeing to issue Buyer, upon recording of the deed to
Buyer, an owner's policy of title insurance in the amount of the purchase price,
insuring Buyer's title to the Real Property, subject only to liens, encumbrances
exceptions and qualifications provided in this Contract and those to be
discharged by Seller at or before closing. Seller shall convey marketable title
subject only to liens, encumbrances exceptions of qualifications provided in
this Contract. Marketable title shall be determined according to applicable
Title Standards adopted by authority of The Florida Bar and in accordance with
law. Buyer shall have 30 days, if abstract, or 5 days, if title commitment, from
date of receiving evidence of title to examine it. If title is found defective,
Buyer shall within 3 days thereafter, notify Seller in writing specifying the
defect(s). If defect(s) render title unmarketable, Seller will have 30 days from
receipt of notice to remove the defects, failing which Buyer shall, within five
(5) days after expiration of the thirty (30) day period, deliver written notice
to Seller either: (1) extending the time for a reasonable period not to exceed
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120 days within which Seller shall use diligent effort to remove the defects; or
(2) requesting a refund of deposit(s) paid which shall be immediately returned
to Buyer. If Buyer fails to so notify Seller, Buyer shall be deemed to have
accepted the title as it then is. Seller shall, if title is found unmarketable,
use diligent effort to correct defect(s) within the time provided therefore. If
Seller is unable to timely correct the defects, Buyer shall either waive the
defects, or receive a refund of deposit(s), thereby releasing Buyer and Seller
from all further obligation under this Contract.
B. SURVEY: Buyer, at Buyer's expense, within time allowed to deliver evidence of
title and to examine same, may have the Real Property surveyed and certified by
a registered Florida surveyor. If the survey discloses encroachments on the Real
Property or that improvements located thereon encroach on setback lines,
easements, land of others or violate any restrictions, Contract covenants or
applicable governmental regulation, the same shall constitute a title defect.
C. INGRESS AND EGRESS: Seller warrants and represents that there is ingress and
egress to the Real Property sufficient for its intended use as described in
Paragraph VII hereof, title to which is in accordance with Standard A.
D. LEASES: Seller shall, to less than 15 days before closing, furnish to Buyer
copies of all written leases and estoppel letters from each tenant specifying
the nature and duration of the tenant's occupancy, rental rates, advanced rent
an security deposits paid by tenant. If Seller is unable to obtain such letter
from each tenant, the same information shall be furnished by Seller to Buyer
within the time period in the form of a Seller's affidavit, and Buyer may
thereafter contact tenants to confirm such information. Seller shall, at
closing, deliver and assign all original leases to Buyer.
E. LIENS: Seller shall furnish to Buyer at the time of closing an affidavit
attesting to the absences, unless otherwise provided for herein, of any
financing statement, claims of lien or potential lienors known to Seller and
further attesting that there have been no improvements or repairs to the Real
Property for 90 days immediately preceding date of closing. If the Real Property
has been improved or repaired within that time, Seller shall deliver releases or
waivers of construction liens executed by all general contractors,
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subcontractors, suppliers and materialmen in addition to Seller's lien affidavit
setting forth the matters of all such general contractors, subcontractors,
suppliers and materialmen, further affirming that all charges for improvements
or repairs which could serve as a basis for a construction lien or a claim for
damages have been paid or will be paid at the closing of this Contract.
F. PLACE OF CLOSING: Closing shall be held in the county wherein the Real
Property is located at the office of the attorney or other closing agent
designated by Seller.
G. TIME: In computing time periods of less than six (6) days, Saturdays, Sundays
and state or national legal holidays shall be excluded. Any time periods
provided for herein which shall end on a Saturday, Sunday, or a legal holiday
shall extend to 5:00 p.m. of the next business day. Time is of essence of this
Contract.
H. DOCUMENTS FOR CLOSING: Seller shall furnish the deed, xxxx of sale,
construction lien affidavit, owner's possession affidavit, assignments of
leases, tenant and mortgagee estoppel letters, corrective instruments and
closing statement. Buyer shall furnish mortgage, mortgage note, security
agreement and financing statements.
I. PROPRATIONS: CREDITS: Taxes, assessments, rent, interest, insurance and other
expenses of the Property shall be prorated through the day before closing. Buyer
shall have the option of taking over existing policies of insurance, if
assumable, in which event premiums shall be prorated. Cash at closing shall be
increased or decreased as may be required by prorations to be made through day
prior to closing. Advance rent and security deposits will be credited to Buyer.
Escrow deposits held by mortgagee will be credited to the Seller. Taxes shall be
prorated based on the current year's taxes with due allowance made for maximum
allowable discount, homestead and other exemptions. If closing occurs at a date
when the current year's millage is not fixed and current year's assessment is
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available, then taxes will be prorated based upon such assessment and prior
year's tax. If there are completed improvements on the Real Property by January
1st of year of closing, which improvements were not in existence on January 1st
of prior year, then taxes shall be prorated based upon prior year's millage and
at an equitable assessment to be agreed upon between the parties; failing which,
request shall be made to the County Property Appraiser for an informal
assessment taking into account available exemptions. A tax proration based on an
estimate shall, at request of either party, be readjusted upon receipt of tax
xxxx on condition that a statement to that effect is signed at closing.
J. SPECIAL ASSESSMENT LIENS: Certified, confirmed and ratified special
assessment liens as of date of closing (not as of Effective Date) are to be paid
by Seller. Pending liens as of date of closing shall be assumed by Buyer. If the
improvement has been substantially completed as of Effective Date, any pending
lien shall be considered certified, confirmed or ratified and Seller shall, at
closing, be charged an amount equal to the last estimate or assessment for the
improvement by the public body.
K. RISK OF LOSS: If the Property is damaged by fire or other casualty before
closing and cost of restoration does not exceed 3% of the assessed valuation of
the Property so damages, cost of restoration shall be an obligation of the
Seller and closing shall proceed pursuant to the terms of the Contract with
restoration costs escrowed at closing. If the cost of restoration exceed 3% of
the assessed valuation of the Property so damaged, Buyer shall have the option
of either taking the Property as is, together with either the 3% of any
insurance proceeds payable by virtue of such loss or damage, or of canceling
this contract and receiving return of the deposit(s).
L. PROCEEDS OF SALE; CLOSING PROCEDURE: The deed shall be recorded upon
clearance of funds. If an abstract of title has been furnished, evidence of
title shall be continued at Buyer's expense to show title in Buyer, without any
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encumbrances or change which would render Seller's title unmarketable from the
date of the last evidence. All closing proceeds shall be held in escrow by
Seller's attorney or other mutually acceptable escrow agent, for a period of not
more than 5 days after closing date. If Seller's title is rendered unmarketable,
through no fault of Buyer, Buyer shall, within the 5 day period, notify Seller
in writing of the defect and Seller shall have 30 days from the date of receipt
of such notification to cure the defect. If Seller fails to timely cure the
defect, all deposit(s) and closing funds shall, upon written demand by Buyer and
within 5 days after demand, be returned to Buyer, and simultaneously with such
repayment, Buyer shall return the Personal Property, vacate the Real Property
and reconvey the Property to Seller by special warranty deed and xxxx of sale.
If Buyer fails to make timely demand for refund, Buyer shall take title as is,
waiving all rights against Seller as to any remaining defect except as may be
available to Buyer by virtue of warranties contained in the deed or xxxx of
sale. If a portion of the purchase price is to be derived from institutional
financing or refinancing, requirements of the lending institutions as to place,
time of day and procedures for closing, and for disbursement of mortgage
proceeds shall control over contrary provision in this Contract. Seller shall
have the right to require from the lending institution a written commitment that
it will not withhold disbursement of mortgage proceeds as a result of any side
defect attributable to Buyer-mortgagor. The escrow and closing procedure
required by this Standard shall be waived if the title agent insures adverse
matters pursuant to Section 727.7841, F.S., as amended.
M. ESCROW: Any escrow agent ("Agent") receiving funds or equivalent is
authorized and agrees by acceptance of them to deposit them promptly, hold same
in escrow and, subject to clearance, disburse them in accordance with terms and
conditions of this Contract. Failure of funds to clear shall not excuse Buyer's
performance. If in doubt as to Agent's duties or liabilities under the
provisions of this Contract, Agent may, at Agent's option, continue to hold the
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subject matter of the escrow until the parties hereto agree to its disbursement
or until a judgment of a court of competent jurisdiction shall determine the
rights of the parties, or Agent may deposit same with the clerk of the circuit
court having jurisdiction of the dispute. Upon notifying all parties concerned
of such action, all liability on the part of Agent shall fully terminate, except
to the extent of accounting for any items previously delivered out of escrow. If
a licensed Real estate broker, Agent will comply with provisions of Charge 475,
F.S., as amended. Any suit between Buyer and Seller wherein Agent is made a
party because of acting as Agent hereunder, or in any suit where Agent
interpleads the subject matter of the escrow, Agent shall recover reasonable
attorney's fees and costs incurred with these amounts to be paid from and out of
the escrowed funds of equivalent and charged and awarded as court costs in favor
of the prevailing part. The Agent shall not be liable to any party or person for
misdelivery to Buyer or Seller of items subject to the escrow, unless such
misdelivery is due to willful breach of the provisions of this contract or gross
negligence of Agent.
N. ATTORNEY'S FEES; COSTS: In any litigation, including breach, enforcement or
interpretation, arising out of this Contract, the prevailing party in such
litigation, which, for purposes of this Standard, shall include Seller, Buyer
and any brokers acting in agency or non-agency relationships authorized by
Chapter 475, F.S., as amended, shall be entitled to recover from the
non-prevailing party reasonable attorney's fees, costs and expenses.
O. FAILURE OF PERFORMANCE: If Buyer fails to perform this Contract within the
time specified, including payment of all deposits, the deposit(s) paid by Buyer
and deposit(s) agreed to be paid, may be recovered and retained by and for the
account of Seller as agreed upon liquidated damages, consideration for the
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execution of this Contract and in full settlement of any claims; whereupon,
Buyer and Seller shall be relieved of all obligations under this Contract; or
Seller, at Seller's option, may proceed in equity to enforce Seller's rights
under this Contract. If for any reason other than failure of Seller to make
Seller's title marketable after diligent effort, Seller fails, neglects or
refuses to perform this Contract, the buyer may seek specific performance or
elect to receive the return of Buyer's deposit(s) without thereby waiving any
action for damages resulting from Seller's breach.
P. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE: Neither this Contract nor any
notice of it shall be recorded in any public records. This Contract shall bind
and inure to the benefit of the parties and their successors in interest.
Whatever the context permits, singular shall include plural and one gender shall
include all. Notice given by or to the attorney for any party shall be as
effective as if given by or to that party.
Q. CONVEYANCE: Seller shall convey title to the Real Property by statutory
warranty, trustee's personal representative's or guardian's deed, as appropriate
to the status of Seller, subject only to matters contained in Paragraph VII and
those otherwise accepted by Buyer. Personal Property shall, at the request of
the Buyer, be transferred by an absolute xxxx of sale with warranty of title,
subject only to such matters as may be otherwise provided for herein.
R. OTHER AGREEMENTS: No prior or present agreements or representations shall be
binding upon Buyer or Seller unless included in this Contract. No modification
to or change in this Contract shall be valid or binding upon the parties unless
in writing and executed by the party or parties intended to be bound by it.
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S. WARRANTY: Seller warrants that there are no facts known to Seller materially
affecting the value of the Property which are not readily observable by Buyer or
which have not been disclosed to Buyer.
T. BROKERS: The licensee(s) and brokerage(s) named in this Contract are
collectively referred to as "Broker." Seller and Buyer acknowledge that the
Broker(s) named herein are the procuring cause of this transaction. Instruction
to Closing Agent: Seller and buyer direct closing agent to disburse at closing
the full amount of the brokerage fees as specified in separate brokerage
agreements with the parties and cooperative agreements between the brokers,
unless Broker has retained such fees from the escrowed funds. In the absence of
such brokerage agreements, closing agent will disburse brokerage fees as
indicated below.
THIS SPACE INTENTIONALLY LEFT BLANK
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