EXHIBIT 10.33
Certain confidential Information has been omitted from this exhibit 10.33
pursuant to a confidential treatment request filed separately with the
Securities and Exchange Commission. The omitted information is indicated by the
symbol "***" at each place in this Exhibit 10.33 where the omitted information
appeared in the original
Vacant Land Contract
Florida Association of Realtors
PARTIES AND DESCRIPTION OF PROPERTY
1. SALE AND PURCHASE: XXXXXXX XXXXX XXXXXX & XXXXX XXXX (husband & wife)
("Seller") and ATLANTIC COAST CONSTRUCTION & DEVELOPMENT, INC. and/or
Assigns ("Buyer") agree to see and buy on the same terms and conditions
specified below the property ("Property") described as:
Address: 0000 00xx Xx., Xxxx Xxxxx, XX 00000-0000
Legal Description: Parcel ID #32393200001011000001.0 &
#32393200001011000001.1
including all improvements and the following additional property:
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PRICE AND FINANCING
2. PURCHASE PRICE: $*** payable by Buyer in U.S. currency as follows:
(a) $*** Deposit received (checks are subject to clearance) Sep. 12,
2005 by _______________ for: XXXXXXX X. XXXXXX, ESQ.
("Escrow Agent"). Signature Name of Company
(b) $*** Additional deposit to be delivered to Escrow Agent by
__________ or 60 days from Effective Date. (10 days if left
blank).
(c) **** Total financing (see Paragraph 3 below) (express as a dollar
amount or percentage)
(d) $*** Other:
Buyer (___) (___) and Seller (___) (___) acknowledge receipt of a copy of this
page, which is Page 1 of 11 Pages.
(e) $*** Balance to close (not Including Buyer's closing costs,
prepaid items and prorations). All funds paid at closing
must be paid by locally drawn cashier's check, official bank
check, or wired funds.
3. INTENTIONALLY OMITTED
CLOSING
4. CLOSING DATE; OCCUPANCY: This Contract will be closed and the deed and
possession delivered on or before December 28, 2005, unless extended by
other provisions of this Contract. If on Closing Date insurance
underwriting is suspended, Buyer may postpone closing up to 5 days after
the Insurance suspension is lifted. If this transaction does not close for
any reason, Buyer will immediately return all Seller provided title
evidence, surveys, association documents and other items.
5. CLOSING PROCEDURE; COSTS: Closing will take place in the county where the
Property is located and may be conducted by mail or electronic means. If
title insurance insures Buyer for title defects arising between the title
binder effective date and recording of Buyer's deed, closing agent will
disburse at closing the net sale proceeds to Seller (in local cashier's
checks if Seller requests in writing at least 5 days prior to closing) and
brokerage fees to Broker as per Paragraph 17. In addition to other expenses
provided in this Contract, Seller and buyer will pay the costs indicated
below:
(a) SELLER COSTS: Seller will pay taxes on the deed and recording fees for
documents needed to cure title; title evidence (if applicable under
Paragraph 8): Other: ____
(b) BUYER COSTS: Buyer will pay taxes and recording fees on notes and
mortgages and recording fees on the deed and financing statements;
loan expenses; lender's title policy at the simultaneous issue rate;
Inspections; survey and sketch; Insurance; Other:
(c) TITLE EVIDENCE AND INSURANCE:
[X] The title evidence will be a Paragraph 8(a)(1) owner's title
insurance commitment. [X] Seller [ ] Buyer will select the title
agent. [X] Seller [ ] Buyer will pay for the owner's title policy,
search, examination and related charges. Each party will pay its own
closing fees.
(d) PRORATIONS: The following items will be made current and prorated as
of the day before Closing Date; real estate taxes, interest, bonds,
assessments, leases and other Property expenses and revenues. If taxes
and assessments for the current year cannot be determined, the
previous year's rates will be used with adjustment for any exemptions.
PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S
CURRENT PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT BUYER MAY
BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF
OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS
Buyer (___) (___) and Seller (___) (___) acknowledge receipt of a copy of this
page, which is Page 2 of 11 Pages.
REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER PROPERTY
TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE
COUNTY PROPERTY APPRAISER'S OFFICE FOR FURTHER INFORMATION.
(e) SPECIAL ASSESSMENT BY PUBLIC BODY: Regarding special assessments
imposed by a public body, Seller will pay (i) the full amount of liens
that are certified, confirmed and ratified before closing and (ii) the
amount of the last estimate of the assessment if an improvement is
substantially completed as of Effective Date but has not resulted in a
lien before closing, and Buyer will pay all other amounts.
(f) TAX WITHHOLDING: If Seller is a "foreign person" as defined by FIRPTA,
Section 1445 of the Internal Revenue Code requires Buyer to withhold
10% of the amount realized by the Seller on the transfer and remit the
withheld amount to the Internal Revenue Service (IRS) unless an
exemption applies. The primary exemptions are (1) Seller provides
Buyer with an affidavit that Seller is not a "foreign person", (2)
Seller provides Buyer with a Withholding Certificate providing for
reduced or eliminated withholding, or (3) the gross sales price is
$300,000 or less, Buyer is an individual who purchases the Property to
use as a residence, and Buyer or a member of Buyer's family has
definite plans to reside at the Property for at least 50% of the
number of days the Property is in use during each of the first two 12
month periods after transfer. The IRS requires Buyer and Seller to
have a U.S. federal taxpayer identification number ("TIN"). Buyer and
Seller agree to execute and deliver as directed any instrument,
affidavit or statement reasonably necessary to comply with FIRPTA
requirements including applying for a TIN within 3 days from Effective
Date and delivering their respective TIN or Social Security numbers to
the Closing Agent.
If Seller applies for a withholding certificate but the application is
still pending as outstanding, Buyer will place the 10% tax in escrow
at Seller's expense to be disbursed in accordance with the final
determination of the IRS, provided Seller so requests and gives Buyer
notice of the pending application in accordance with Section 1445. If
Buyer does not pay sufficient cash at closing to meet the withholding
requirement, Seller will deliver to Buyer at closing the additional
cash necessary to satisfy the requirement. Buyer will timely disburse
the funds to the IRS and provide Seller with copies of the tax forms
and receipts.
(g) 1031 EXCHANGE: If either Seller or Buyer wishes to enter into a
like-kind exchange (either simultaneously with closing or after) under
Section 1031 of the Internal Revenue Code ("Exchange"), the other
party will cooperate in all reasonable respects to effectuate the
Exchange including executing documents; provided, however, that the
cooperating party will incur no liability or cost related to the
Exchange and that the closing shall not be contingent upon, extended
or delayed by the Exchange.
PROPERTY CONDITION
Buyer (___) (___) and Seller (___) (___) acknowledge receipt of a copy of this
page, which is Page 3 of 11 Pages.
6. LAND USE: Seller will deliver the Property to Buyer at the time agreed in
its present "as is" condition, with conditions resulting from Buyer's
inspections and casualty damage, if any, excepted. Seller will maintain the
landscaping and grounds in a comparable condition and will not engage in or
permit any activity that would materially alter the Property's condition
without the Buyer's prior written consent.
(a) FLOOD ZONE: Buyer is advised to verify by survey, with the lender and
with appropriate government agencies which flood zone the Property is
in, whether flood insurance is required and what restrictions apply to
improving the Property and rebuilding in the event of casualty.
(b) GOVERNMENT REGULATIONS: Buyer is advised that changes in government
regulations and levels of service which affect Buyer's intended use of
the Property will not be grounds for canceling this Contract if the
Feasibility Study Period has expired or if Buyer has checked choice
(c)(2) below.
(c) INSPECTIONS: (check (1) or (2) below)
[X] (1) Feasibility Study: Buyer will, at Buyer's expense and within
60 days from Effective Date ("Feasibility Study Period"), determine
whether the Property is suitable, in Buyer's sole and absolute
discretion, for residential development use. During the Feasibility
Study Period, Buyer may conduct a Phase I environmental assessment and
any other tests, analyses, surveys and investigations ("Inspections")
that Buyer deems necessary to determine to Buyer's satisfaction the
Property's engineering, architectural and environmental properties;
zoning and zoning restrictions; subdivision statutes; soil and grade;
availability of access to public roads, water and other utilities;
consistency with local, state and regional growth management plans;
availability of permits, government approvals, and licenses; and other
Inspections that Buyer deems appropriate to determine the Property's
suitability for the Buyer's intended use. If the Property must be
rezoned, Buyer will obtain the rezoning from the appropriate
government agencies. Seller will sign all documents Buyer is required
to file in connection with development or rezoning approvals.
Seller gives Buyer, its agents, contractors and assigns, the right to
enter the Property at any time during the Feasibility Study Period for
the purpose of conducting Inspections; provided, however, that Buyer,
its agents, contractors and assigns enter the Property and conduct
Inspections at their own risk. Buyer will indemnify and hold Seller
harmless from losses, damages, costs, claims and expenses of any
nature, including attorneys' fees, expenses and liability incurred in
application for rezoning or related proceedings, and from liability to
any person, arising from the conduct of any and all Inspections or any
work authorized by Buyer. Buyer will not engage in any activity that
could result in a construction lien being filed against the Property
without Seller's prior written consent. If this transaction does not
close, Buyer will, at Buyer's expense, (1) repair all damages to the
Property resulting from the Inspections and return the
Buyer (___) (___) and Seller (___) (___) acknowledge receipt of a copy of this
page, which is Page 4 of 11 Pages.
Property to the condition it was in prior to conduct of the
Inspections, and (2) release to Seller all reports and other work
generated as a result of the Inspections.
Buyer will deliver written notice to Seller prior to the
expiration of the Feasibility Study Period of Buyer's
determination of whether or not the Property is acceptable.
Buyer's failure to comply with this notice requirement will
constitute acceptance of the Property as suitable for Buyer's
intended use in its "as is" condition. If the Property is
unacceptable to Buyer and written notice of this fact is timely
delivered to Seller, this Contract will be deemed terminated as
of the day after the Feasibility Study Period ends and Buyer's
deposit(s) will be returned after Escrow Agent receives proper
authorization from all interested parties.
(2) No Feasibility Study: Buyer is satisfied that the Property is
suitable for Buyer's purposes, including being satisfied that
either public sewerage and water are available to the Property or
the Property will be approved for the installation of a well
and/or private sewerage disposal system and that existing zoning
and other pertinent regulations and restrictions, such as
subdivision or deed restrictions, concurrency, growth management
and environmental conditions, are acceptable to Buyer. This
Contract is not contingent on Buyer conducting any further
investigations.
(d) SUBDIVIDED LANDS: If this Contract is for the purchase of
subdivided lands, defined by Florida Law as "(a) Any contiguous
land which is divided or is proposed to be divided for the
purpose of disposition into 50 or more lots, parcels, units, or
interests; or (b) Any land, whether contiguous or not, which is
divided or proposed to be divided into 50 or more lots, parcels,
units or interests which are offered as a part of a common
promotional plan." Buyer may cancel this Contract for any reason
whatsoever for a period of 7 business days from the date on which
Buyer executes this Contract. If Buyer elects to cancel within
the period provided, all funds or other property paid by Buyer
will be refunded without penalty or obligation within 20 days of
the receipt of the notice of cancellation by the developer.
7. RISK OF LOSS; EMINENT DOMAIN: If any portion of the Property is materially
damaged by casualty before closing, or Seller negotiates with a
governmental authority to transfer all or part of the Property in lieu of
eminent domain proceedings, or if an eminent domain proceeding is
initiated, Seller will promptly inform Buyer. Either party may cancel this
Contract by written notice to the other within 10 days from Buyer's receipt
of Seller's notification, failing which Buyer will close in accordance with
this Contract and receive all payments made by the government authority or
insurance company, if any.
TITLE
8. TITLE: Seller will convey marketable title to the Property by statutory
warranty deed or trustee, personal representative or guardian deed as
appropriate to Seller's status.
Buyer (___) (___) and Seller (___) (___) acknowledge receipt of a copy of this
page, which is Page 5 of 11 Pages.
(a) TITLE EVIDENCE: Title evidence will show legal access to the Property
and marketable title of record in Seller in accordance with current
title standards adopted by the Florida Bar, subject only to the
following title exceptions, none of which prevent Buyer's intended use
of the Property as Residential subdivision: covenants, easements and
restrictions of record; matters of plat; existing zoning and
government regulations; oil, gas and mineral rights of record if there
is no right of entry; current taxes; mortgages that Buyer will assume;
and encumbrances that Seller will discharge at or before closing.
Seller will deliver to Buyer Seller's choice of one of the following
types of title evidence, which must be generally accepted in the
county where the Property is located (specify in Paragraph 5(c) the
selected type). Seller will use option (1) in Palm Beach County and
option (2) in Miami-Dade County.
(1) A title insurance commitment issued by a Florida-licensed title
insurer in the amount of the purchase price and subject only to title
exceptions set forth in this Contract and delivered no later than 2
days before Closing Date.
(2) An existing abstract of title from a reputable and existing
abstract firm (if firm is not existing, then abstract must be
certified as correct by an existing firm) purporting to be an accurate
synopsis of the instruments affecting title to the Property recorded
in the public records of the county where the Property is located and
certified to Effective Date.
However, if such an abstract is not available to Seller, then a prior
owner's title policy acceptable to the proposed insurer as a base for
reissuance of coverage. Seller will pay for copies of all policy
exceptions and an update in a format acceptable to Buyer's closing
agent from the policy effective date and certified to Buyer or Buyer's
closing agent, together with copies of all documents recited in the
prior policy and in the update. If a prior policy is not available to
Seller then (1) above will be the title evidence. Title evidence will
be delivered no later than 10 days before Closing Date.
(b) TITLE EXAMINATION: Buyer will examine the title evidence and deliver
written notice to Seller, within 5 days from receipt of title
evidence, but no later than closing, of any defects that make the
title unmarketable. Seller will have 30 days from receipt of Buyer's
notice of defects ("Curative Period") to cure the defects at Seller's
expense. If Seller cures the defects within the Curative Period,
Seller will deliver written notice to Buyer and the parties will close
the transaction on Closing Date or within 10 days from Buyer's receipt
of Seller's notice if Closing Date has passed. If Seller is unable to
cure the defects within the Curative Period, Seller will deliver
written notice to Buyer and Buyer will, within 10 days from receipt of
Seller's notice, either cancel this Contract or accept title with
existing defects and close the transaction.
(c) SURVEY: Buyer may, prior to Closing Date and at Buyer's expense, have
the Property surveyed and deliver written notice to Seller, within 5
days from receipt
Buyer (___) (___) and Seller (___) (___) acknowledge receipt of a copy of this
page, which is Page 6 of 11 Pages.
of survey but no later than 5 days prior to closing, of any
encroachments on the Property, encroachments by the Property's
Improvements on other lands or deed restriction or zoning violations.
Any such encroachment or violation will be treated in the same manner
as a title defect and Buyer's and Seller's obligations will be
determined in accordance with subparagraph (b) above. If any part of
the Property lies seaward of the coastal construction control line,
Seller will provide Buyer with an affidavit or survey as required by
law delineating the line's location on the property, unless Buyer
waives this requirement in writing.
MISCELLANEOUS
9. EFFECTIVE DATE; TIME: The "Effective Date" of this Contract is the date on
which the last of the parties initials or signs the latest offer. Time is
of the essence for all provisions of this Contract. All time periods
expressed as days will be computed in business days (a "business day" is
every calendar day except Saturday, Sunday and national legal holidays). If
any deadline falls on a Saturday, Sunday or national legal holiday,
performance will be due the next business day. All time periods will end at
5:00 p.m. local time (meaning in the county where the Property is located)
of the appropriate day.
10. NOTICES: All notices will be made to the parties and Broker by mail,
personal delivery or electronic media. Buyer's failure to deliver timely
written notice to Seller, when such notice is required by this Contract,
regarding any contingencies will render that contingency null and void and
the Contract will be construed as if the contingency did not exist. Any
notice, document or item given to or received by an attorney or Broker
(including a transaction broker) representing a party will be as effective
as if given to or by that party.
11. COMPLETE AGREEMENT: This Contract is the entire agreement between Buyer and
Seller. Except for brokerage agreements, no prior or present agreements
will bind Buyer, Seller or Broker unless incorporated into this Contract.
Modifications of this Contract will not be binding unless in writing,
signed or initialed and delivered by the party to be bound. This Contract,
signatures, initials, documents referenced in this Contract, counterparts
and written modifications communicated electronically or on paper will be
acceptable for all purposes, including delivery, and will be binding.
Handwritten or typewritten terms inserted in or attached to this Contract
prevail over preprinted terms. If any provision of this Contract is or
becomes invalid or unenforceable, all remaining provisions will continue to
be fully effective. Buyer and Seller will use diligence and good faith in
performing all obligations under this Agreement. This Contract will not be
recorded in any public records.
12. ASSIGNABILITY; PERSONS BOUND: Buyer may assign this Contract without
Seller's written consent. The terms "Buyer," "Seller," and "Broker" may be
singular or plural. This Contract is binding on the heirs, administrators,
executors, personal representatives and assigns (if permitted) of Buyer,
Seller and Broker.
Buyer (___) (___) and Seller (___) (___) acknowledge receipt of a copy of this
page, which is Page 7 of 11 Pages.
DEFAULT AND DISPUTE RESOLUTION
13. DEFAULT: (a) Seller Default: If for any reason other than failure of Seller
to make Seller's title marketable after diligent effort, Seller fails,
refuses or neglects to perform this Contract, Buyer may choose to receive a
return of Buyer's deposit without waiving the right to seek damages or to
seek specific performance as per Paragraph 14. Seller will also be liable
to broker for the full amount of the brokerage fee. (b) Buyer Default: If
Buyer fails to perform this Contract within the time specified, including
timely payment of all deposits, Seller may choose to retain and collect all
deposits paid and agreed to be paid as liquidated damages or to seek
specific performance as per Paragraph 14; and Broker will, upon demand,
receive 50% of all deposits paid and agreed to be paid (to be split equally
among cooperating brokers except when closing does not occur due to Buyer
not being able to secure Financing after providing a Commitment, in which
case Broker's portion of the deposits will go solely to the listing broker)
up to the full amount of the brokerage fee.
14. DISPUTE RESOLUTION: This Contract will be construed under Florida law. All
controversies, claims and other matters in question arising out of or
relating to this transaction or this Contract or its breach will be settled
as follows:
(a) DISPUTES CONCERNING ENTITLEMENT TO DEPOSITS MADE AND AGREED TO BE
MADE: Buyer and Seller will have 30 days from the date conflicting
demands are made to attempt to resolve the dispute through mediation.
If that fails, Escrow Agent will submit the dispute, if so required by
Florida law, to Escrow Agent's, a Florida court, Buyer and Seller will
be bound by any resulting award, judgement, or order.
(b) ALL OTHER DISPUTES: Buyer and Seller will have 30 days from the date a
dispute arises between them to attempt to resolve the matter through
mediation, failing which the parties will resolve the dispute through
neutral binding arbitrator in the county where the Property is
located. The arbitrator may not alter the Contract terms or award any
remedy not provided for in this Contract. The award will be based on
the greater weight of the evidence and will state findings of fact and
the contractual authority on which it is based. If the parties agree
to use discovery, it will be in accordance with the Florida Rules of
Civil Procedure and the arbitrator will resolve all discovery-related
disputes. Any disputes with a real estate licensee named in paragraph
17 will be submitted to arbitration only if the licensee's broker
consents in writing to become a party to the proceeding. This clause
will survive closing.
(c) MEDIATION AND ARBITRATION; EXPENSES: "Mediation" is a process in which
parties attempt to resolve a dispute by submitting it to an impartial
mediator who facilitates the resolution of the dispute but who is not
empowered to impose a settlement on the parties. Mediation will be in
accordance with the rules of the American Arbitration Association
("AAA") or other mediator agreed on by the parties. The parties will
equally divide the mediation fee, if any. "Arbitration" is
Buyer (___) (___) and Seller (___) (___) acknowledge receipt of a copy of this
page, which is Page 8 of 11 Pages.
a process in which the parties resolve a dispute by a hearing before a
neutral person who decides the matter and whose decision is binding on
the parties. Arbitration will be in accordance with the rules of the
AAA or other arbitrator agreed on by the parties. Each party to any
arbitration will pay its own fees, costs and expenses, including
attorneys' fees, and will equally split the arbitrators' fees and
administrative fees of arbitration. In a civil action to enforce an
arbitration award, the prevailing party to the arbitration shall be
entitled to recover from the nonprevailing party reasonable attorneys'
fees, costs and expenses.
ESCROW AGENT AND BROKER
15. ESCROW AGENT: Buyer and Seller authorize Escrow Agent to receive, deposit
and hold funds and other items in escrow and, subject to clearance,
disburse them upon proper authorization and in accordance with Florida law
and the terms of this Contract, including disbursing brokerage fees. The
parties agree that Escrow Agent will not be liable to any person for
misdelivery of escrowed items to Buyer or Seller, unless the misdelivery is
due to Escrow Agent's willful breach of this Contract or gross negligence.
If Escrow Agent interpleads the subject matter of the escrow, Escrow Agent
will pay the filing fees and costs from the deposit and will recover
reasonable attorneys' fees and costs to be paid from the escrowed funds or
equivalent and charged and awarded as court costs in favor of the
prevailing party. All claims against Escrow Agent will be arbitrated, so
long as Escrow Agent consents to arbitrate.
16. PROFESSIONAL ADVICE; BROKER LIABILITY. Broker advises Buyer and Seller to
verify all facts and representations that are important to them and to
consult an appropriate professional for legal advice (for example,
interpreting contracts, determining the affect of laws on the Property and
transaction, status of title, foreign Investor reporting requirements,
etc.) and for tax, property condition, environmental and other specialized
advice. Buyer acknowledges that Broker does not reside in the Property and
that all representations (oral, written or otherwise) by Broker are based
on Seller representations or public records. Buyer agrees to rely solely on
Seller, professional inspectors and governmental agencies for verification
of the Property condition and facts that materially affect Property value.
Buyer and Seller respectively will pay all costs and expenses, including
reasonable attorneys' fees at all levels, incurred by Broker and Broker's
officers, directors, agents and employees in connection with or arising
from Buyer's or Seller's misstatement or failure to perform contractual
obligations. Buyer and Seller hold harmless and release Broker and Broker's
officers, directors, agents and employees from all liability for loss or
damage based on (1) Buyer's or Seller's misstatement or failure to perform
contractual obligations; (2) Broker's performance, at Buyer's and/or
Seller's request, of any task beyond the scope of services regulated by
Chapter 475, F.S., as amended, including Broker's referral, recommendation
or retention of any vendor; (3) products or services provided by any
vendor; and (4) expenses incurred by any vendor. Buyer and Seller each
assume full responsibility for selecting and compensating their respective
vendors. This paragraph will not relieve Broker of
Buyer (___) (___) and Seller (___) (___) acknowledge receipt of a copy of this
page, which is Page 9 of 11 Pages.
statutory obligations. For purposes of this paragraph, Broker will be
treated as a party to this Contract. This paragraph will survive closing.
17. BROKERS: The licensee(s) and brokerage(s) named below are collectively
referred to as "Broker." 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, except to the
extent 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 paragraph will not be used to modify any MLS
or other offer of compensation made by Seller or listing broker to
cooperative brokers.
Atlantic Coast Land & Home, Inc.
------------------------------------ ----------------------------------------
Selling Sales Associate License No. Selling Firm/Brokerage Fee: ($ or % of
Purchase Price) $46,500.00
Indian River Real Estate
------------------------------------ ----------------------------------------
Selling Sales Associate License No. Selling Firm/Brokerage Fee: ($ or % of
Purchase Price) $46,500.00
18. ADDITIONAL TERMS:
Note:
"I changed 45 day Due Dil to 60 days Due Dil. Because of no survey, no
environmental, etc. you will need these things if I don't close. If I do
not close, I will give them to you. I also will get an appraisal.
Xxx X.
OFFER AND ACCEPTANCE
(Check if applicable: [ ] Buyer received a written real property disclosure
statement from Seller before making this Offer). Buyer offers to purchase the
Property on the above terms and conditions. Unless this Contract is signed by
Seller and a copy delivered to Buyer no later than 3:00 [ ] a.m. [X] p.m. on
Sept. 16, 2005, this offer will be revoked and Buyer's deposit refunded subject
to clearance of funds.
Date: 9/12/05 Buyer:_____________________________________
Print name: Xxxxxx Paladin, President
------------------------------
Date: 9/15/05 Seller:____________________________________
Phone: 000-000-0000 Print name: Atlantic Coast Const. &
Fax: 000-000-0000 Development, Inc.
E-Mail:______________________ -----------------------------------------
Fax: 000-000-0000 Address: 000 Xxxxxxxx Xxxxxx Xx. #X
Xxxxxxxxx, XX 00000
Buyer (___) (___) and Seller (___) (___) acknowledge receipt of a copy of this
page, which is Page 10 of 11 Pages.
Date: 9/12/05 Buyer:_____________________________________
Print name: Xxxxxxx Xxxxx Xxxxxx
------------------------------
Date: 9/15/05 Seller:____________________________________
Phone: ______________________ Print name: Xxxxx Xxxx Xxxxxx
Fax: ________________________ ------------------------------
E-Mail:______________________ Address: 0000 00xx Xx.
Xxxx Xxxxx, XX 00000
COUNTER OFFER/REJECTION
[X] Seller counters Buyer's offer (to accept the counter offer, Buyer must sign
or initial the counter offered terms and deliver a copy of the acceptance to
Seller by 5:00 p.m. on September 16, 2005. [ ] Seller rejects Buyer's offer.
Effective Date: ________________ (The date on which the last party signed or
initialed acceptance or the final offer).
Buyer (___) (___) and Seller (___) (___) acknowledge receipt of a copy of this
page, which is Page 11 of 11 Pages.
ADDENDUM TO CONTRACT
Addendum No. 1 to the Contract dated September 12, 2005 between Xxxxxxx Xxxxx
Xxxxxx and Xxxxxx Xxxx Xxxxxx (Seller) and Atlantic Coast Construction and
Development Inc. (Buyer) concerning the property described as:
The west 10 acres of the east 20 acres of tract 00-00-00-00 (the "Contract").
Buyer and Seller make the following terms and conditions part of the Contract:
1. Buyer agrees to cooperate with the Sellers in order to permit the Seller to
enter into a tax free exchange (Section 1031) on that portion of the
Seller's property which does not qualify as the sale of the Sellers'
personal residence. For purposes of this Agreement, the Parties acknowledge
that $500,000.00 shall be allocable to the Sellers' personal residence. The
Seller shall indemnify the Buyer against any additional cost, expense,
liability, obligation or other financial exposure with respect to its
assistance and cooperation in regard to the Section 1031 Exchange.
2. The Sellers obligation to pay any brokerage fee shall not arise unless and
until the Sellers receive complete payment of the purchase price in
accordance with the terms of this Contract. Both brokers set forth herein
acknowledge they are duly licensed as realtors and will provide their
license to the closing agent at closing.
3. Sellers shall have the option to continue to operate their citrus sales on
the premises through March 31, 2006. In the event Sellers provides notice
to Buyers of the exercise of this option no later than 15 days prior to
closing Sellers shall provide to the Buyers at closing a copy of their
general liability policy naming the Buyer as an additional insured and said
policy shall be continued at not less than its current limits. At closing
the Sellers shall credit the Buyer with $3.00 representing the rent of $1
per month for the months of January, February and March, 2006 in the event
the option is exercised.
See Continuation Sheet
[Handwritten note reads: Cannot agree until I see copy of Policy]
------------------------------------- -------------------------------------
BUYER Date: SELLER Date:
------------------------------------- -------------------------------------
BUYER Date: SELLER Date:
ADDENDUM TO CONTRACT CONTINUATION PAGE
4. [This was crossed out with a handwritten note] - I will save palm tree. I
want it to stay. If I do not save tree Seller may move. I will save it.
5. The sale does not include any of the citrus packing equipment, customer
list or any other property belonging to Xxxxxx Citrus.
6. Sellers shall have the right to remove the 40' by 60' metal building at the
Sellers sole expense prior to closing. The right to remove said building
shall be extended until March 21, 2006 in the event Sellers exercise the
option to continue the citrus sales as permitted above. [Handwritten note
reads: I need to access property by March 31. Will work with you, Xxx]
7. Buyer acknowledges Buyer is purchasing this property for purposes of
creating a residential subdivision; no value is attributed to any remaining
trees or other remaining improvements located on the property.
8. Notwithstanding the provisions of paragraph 7, in no event shall damage
created by a hurricane or other storm be deemed to materially affect the
value of the property.
9. [This is handwritten no. 9 - When you turn over property to me, I want the
option to do a 2nd Phase I if it is diff. than last Phase I. You must take
responsibility. If I elect not to do a 2nd Phase I, that is my option.
