EXHIBIT A - AGREEMENT FOR SALE OF PROPERTY
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EXHIBIT A
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AGREEMENT FOR SALE OF PROPERTY
THIS AGREEMENT FOR SALE OF PROPERTY (the "Agreement") is made and
cntercd inln ilS of thc _.~ D. i.~lay uf March, 20()(), hy PAlJl. SIMONE OR ASSIGNS, hClving a
place of business at 27988 U.S, 19 North, Clearwater, Fluriua (hereinilller referred to as "Buyer")
and IMRGLOBAL CORP., a Florida corporation, formerly known as Information Management
Resources, Inc., having a place of business at 100 South Missouri 'Avenue, Clearwater, Florida
33756 (hereinafter referred to as "Seller").
ST^TEMI~NT OF punposl~
Seller is the owner of certain real propel1y and improvements having an address of 1180
Cleveland Street, Clearwater, PineIla~ COUllty, Florida. Seller desires to sell to Buyer, and Buyer
desires to purchase from Seller all of said land owned by Seller at the price and up9n and subject
to t he terms, provisions a nd conti it ions herei nil n er set fori h.
STATEMENT OF AGREEMENT
NOW, THEREFORE, subject to the terms, provisions and conditions of this Agreement,
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and in consideration of the premises, and the respective mutual agreements hereinafter set fOI1h,
the parties hereto agree as follows:
J, Dcscriutioll of J)rol)cr(y. The property now owned by Seller that is the subject
of this Agreement (the "Propel1y" or the "Premises") is as follows:
Lots 4,5,6,7 AND 8, CLEARWATER HEIGHTS, according to the plat
thereof as recorded in Plat Book 4, Page 99, of the Public Records of
Hillsborough County, Florida of which Pinellas County was formerly a
pilrt.
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2. Contract Purchase Price. The total contract purchase price to be paid by Buyer
for the Property shall be Three Hundred Ninety,-Five Thousand Dollars and OO/One Hundredths
($395,000) (the "Purchase Price").
3. I'avml'nt of Contract "lIl'cha~c ".-ice. The PlIIchnse Price sllCllI consist or the
following and shall be paid as indicated:
(a) A Deposit of Ten Thousand Dollars ($10,000) (the "Deposit") to be
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applied to the Purchase Price at the time of Closing (as defined herein) as more
particularly described and subject to the terms of Paragraph 6 hereof (or ,paid \0 Seller
pursuant to Paragraph 19 as liquidated damages) shall be delivered to IIill, Ward &
Henderson, P.A. as escrow agent ("Escrow Agent") upon execution of this Agreement.
(b) The balance of the Purchase Price shall be received no later than 1:00 p.m,
on the Closing Date (as defined herein).
4. CI()~illl!. The c10sillg or Ihis lrallsm:lioll sh;dltal<e place withill fineell (15) dnys
of the completion of the Approval Period as described in Paragraph 5 below (the "Closing" or
"Closing Date'').;
5. Plan Auuroval Date.
(a) Buyer shall have sixty (60) days frolll the Effective Date of this
Agreement to obtain and secure certified site plan approval f1'olll the City of Clearwater,
Florida (the "City") for Buyer's intended use of the Property, to wit: a 60-room hotel (the
"Intended Use" or "Hotel Facility"), and to conduct such inspections and tests, including
but not limited to environmental stuuies, (IS l3uyer deems necessary (the "Approval
Period"); provided, however, allY nlld all expenses ror said approvals, inspections ami
tests shall be paid by Buyer. In the event Buyer is unable to secure certified site plan
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approval from the City for its Intended Use within the Approval Period despite Buyer's
diligent, good faith efforts to obtain' said approval, Buyer may elect to extend the
Approval Period for an additional thirty (30) days (the "Approval Extension Period"),
provided Buyer pays 10 Sellcr a 1I0l1lClillldahlc Five ThouSHlld nlld No/IOOths Dollllls
($5,000.00) extellsion fee (the "Extensioll Fcc"), which Extension Fcc shall not be
applicable to the Purchase Price and shall be paid by Buyer to Seller on or before the
final day of the Approval Pcriod (refercnces to the Approval Period shall hereinaOer also
include the Approval Extension Period, if Clpplicable). Buyer Clgrees to indemnify and
hold Seller harmless against any liabilities, claims, and damClges, including, without
limitation, any propelty damage or personal injury or claim of lien against the Property,
resulting from the activities permitted by this Paragraph 5 (including, without limitation,
reasonable attorneys' fees and expcnscs paid or incurrcd by the Seller, if any), which
indcnlllily shall survivc the Closing or (he IClIllillalioll, CxpiJnlioll OJ cnllccllatioll or this
Agreement and shall be a personal obligation of Buyer. Seller agrees to reasonably assist
Buyer in obtaining the necessary governmental plan approvals and permits at the sole
cost and expcnse of Buyer. In the evcnt that, within thc Approval Period, Buyer canllot
secure said approvals and permits or such tests indicate environmental problcms or any
restrictions to Buyer's Intended Use or the Propcrty that, in Buyer's sole discrction,
render it unfeasible, economically or otherwise, to go forward with Buyer's acquisition of
the Property, Buyer, at Buyer's option, may declare this Agreement terminated and
receive a full refund of its Dcposit. III the evcnt [Juyer docs not give notice to Seller of
said election within lhe Approvall'criod, lhclI Buycr shall be dccmed to havc waived this
provision, The Intended Use of the Property, its configurations, and design are at Buyer's
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sole discretion, subject to (i) Buyer's obligations and the use restrictions on the Property
as provided in Paragraph 6 hereof, and (ii) Seller's reasonable right to approve Buyer's
plans for the extcrior appearance, fac;:adc and colors of the Ilotel ['acility as provided in
Paragraph 6.
(b) The parties agree that within the Approval Period, Seller shall seek to
obtain (i) the approval of the COllll11unity Redevclopmc.nt Agency of the City of
Clearwater, Florida (thc "Agcncy") or an Blllcml1llCnt to that ccrtain Agreemcnt for
Dcvclopmcnt and Disposition of Propcrty -- IMR-Sitc II by ami bctwcen Seller and the
Agency dated October 27, 1998 (the "Development Agreement") amending the use
restriction provided in Section 13.01 of the Development Agreement to allow for Buyer's
Intended Use of the Property, and (ii) the Agency's consent to the assignment and
assumption of thc Dcvelopment Agrccmcnt and all of Seller's obligations thcreundcr by
Buycr pursuanttu Scction 15.0 I uf thc Develupmcnt Agrccmcnt, pursuant tu thaI certain
Assignment and Assumption Agreement bctween the parties contained in Exhibit A
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hcreto and made a part hereof by this rcference (thc "Assignment and Assumption
Agreement"), which shall be executed by the partics at Closing and thereafier recorded in
the Public Records of Pinellas County, [,Iorida. Scllcr shall use reasonable elTorts to
obtain the foregoing, but shall not be liable to Buyer for any failure to obtain such
amendment or consent.
6. Additional Conditions to Close:
(a) Room l~cll(:1I. Thc parties ngrce that as an additional condition to
Closing, the parties will ncgotiate and execute a "Room Rental Agreement" during the
Approval Period, which Room Rental Agrecment shall provide in part that Buyer will let
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rooms to Seller in the Hotel Facility intended to be built on the Prope/1y as described
herein (the "Hotel Rooms") for a period of time commencing on the certificate of
occupancy and continuing for three (3) years thereafler at the following rate(s): (i)
Standard Rooll\ $fI2.011/roolll/nighl, ami (ii) an EXl~l:.ulivc Suite $52.UO/roolll/nighl.
Thereafter, for the fourth, fiflh and sixth years, the rate will be $4G.20/room/night for a
Standard Room and $57.20/room/night for an Executive Suite for said three-year period.
Thereafter, the seventh, eighth and ninth years, the rate will be $50.82/room/night for a
Standard Room and $G2.92/room/night for nn ExeclIl ive Suite for snid three-yenr period.
The foregoing llotcl Room rates (the "Rates") arc exclusive or resort, state and local
taxes, which Buyer agrees to pay, and said Rates will apply year round. The parties agree
that Seller is in no way obligated to let said Hotel Rooms from Buyer, but that if Seller, at
Seller's option, lets said Hotel Rooms from Buyer, the foregoing Rates shall apply. If the
pnrties rail to ncglltinle and executc a RoolllRcntal ^greelllcnt during the ^pproval
Period as described herein, either party may terminate this Agreement and Buyer shall
receive Ii full refund of its Deposit.
(b) Deed Restrictions. The parties agree that the deed for the Property shall
contain the following restrictions upon [JlIyer's use orthe Properly:
(i) No use of the Prope/1y 01 her than for its Intended Use as a GO-room
hotel, which Buyer is to construct pursuant to this Agreement, shall be permitted
for a period of ten (10) years following the Effective Date of this Agreement;
(ii) Seller shall assign and Buyer expressly shnll assume all of Seller's
obligal ions under the Dcvelopment ^grcclllent as provided in the ^ssignmcnt and
Assumption Agreement to be executed by and between the parties at Closing, and
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Buyer shall indemnify Seller for any and all obligations and responsibilities for
the Development Agreement fr9111 and after the Closing Date.
(iii) Seller shall have the reasonable right to approve Buyer's plans for
thc extcrior nppcnrnnce, fac;adc and colors of the Ilotel Facility, which consent
shall not be unreasonably withheld by Seller. Upon satisfaction of this restriction,
an instmment evidencing such satisfaction and release therefrom in such form that
it may be recorded shall be promptly executed and delivered by Seller to Buyer;
provided, however, rJuyer shalllcmain ohligatcd to build the exterior of the Ilotcl
Facility in accordance with the plans previously npproved by Seller. Buyer shall
record the instmment in the Public Records of Pinellas County, Florida, and the
cost of such recording shall be paid by Buyer.
(iv) Buyer shall commcnce consll1lction on the Hotel 17acility within
six (G) months of thc Closing Dale, suhject to two (2) thilly (30) day cxtensiuns,
as provided in and subject to the provisions of Section 21 (a) hereof, and Seller
retains the right to repurchase the Property if constmction does not commence
within said required period, as provided in and subject to the provisions of Section
21 (b) hereof. Upon satisfaction of this restriction, an instrument evidencing such
satisfaction and release therefrom in such form that it may be recorded shall be
promptly executed and recorded in the Public Records of Pinellas County,
Florida, and the cost of such recording shall be paid by Buyer.
7. T.-allsfu Taxes. Smvcv Costs. I~tc, SelicI' shall, not later than the Closing Date,
pay any doclImcntary stamps and any intangible personal property tax inclIrred with this sale.
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Seller shall, at its sole cost and expense, furnish Buyer with true copies of any existing surveys
of the Property.
8. Defects ill Tifle. Within finccl1 (15) days from thc Effcctive Date of this
Agrccmcnt, Buyer shnll obtain at Bllyer's expcnsc a tille conlll1ilnlCnl f(lI' the PlllPCrty (Ihe "Tille
Commitment"). The Title Commitment shall provide that the Property has marketable title and
that any and all Seller encumbrances, whether voluntarily or involuntarily, will be paid at
Closing such that Buyer's title will be free and clear of all liens and encumbrances except Buyer
financing. Notwithstanding the foregoing, Buyer cH.:knowledges that Buyer shall be taking title
subject to the Developmcnt Agrcemcnt. Uuycr shall have tcn (10) days n.om receipt of the Tille
Commitment to object to any easements or other title conditions on the Property that affect
Buyer's intended use of the Propelty. Buyer shall deliver written notice to Seller of its
objection(s) ("Objection Notice"), which Objcction Notice mllst be delivered to -Seller no later
than tcn (10) days Ii.olll Buycr's rcccipl of the Titlc Commilmcnt, and a failure to so notify Scllcr
within the aforesaid time period shall be deemed as notice to Seller that Buyer has elected to
waive such defects, if any, and to proceed with the transaction contemplated hereby. Upon
Seller's receipt of said Objection Notice fi.om Buycr, Seller may, at Seller's option, elect to cure
and remove such defect(s) within twenty (20) days; provided, however, Seller has no obligation
to cure any title defects. If Seller fails, is unable, or elects not to cure and remove such defect(s)
within such twenty (20) day period, Seller must notify Buyer thereof in writing (hereinafter
referred to in this Agreement as "Seller's Notice"), and Buyer may elect to terminate this
Agreement by giving Scller writtcn notice within ten (10) days alter the expiration of such
twenty (20) day pcriod or within tcn (10) days ('lIlcr rcccipt of Scller's noticc, whichcver is latcr,
of its election to terminate this Agreement, and, upon timely receipt of said notice, the palties
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hereto shall be released from any and all liability to each other arising out of this Agreement, and
the Deposit shall' promptly be returned to BUY~J:; or Buyer may elect to perform this Agreement,
accepting such title as Scller may be able to give without diminution whatsoever of the Purchase
Pricc, subject 10 stich claimcd dclccl(s) or doud(s). Nothing hcrein shall diminish the
obligations of Buyer created under Paragraph 5 hereof or of Seller created under Paragraph 13
hereof
9. In tcn tionally Dclctcd.
10. Intcrim RcslJonsibilitics of SelicI'. Prom the datc hereof, and continually to thc
Closing Date, Seller agrees that it shall do the following:
(a) Continue to operate the Premises in a normal fashion; provided, however,
Buyer acknowledges Seller will be vacating the Premises prior to the Closing Date and
that Seller has no obligation to continue operating or developing the Premises or to
pcrform any demolition on thc Prcmiscs and that Scllcr will dclivcr thc Premises in a
vacant condition to the Buyer.
(b) Neither (i) enter into any contract of commitment except in the ordinary
and usual course of business; or (ii) take any action which would materially and,
adversely affect the value of its business assets;
(c) Maintain the Property in as good a condition and state of repair as that
existing on the date hereof, ordinary wear and tear accepted and subject to subparagraph
(a) hereof;
(d) With the exception of actions taken in the normal course of business, not
cnter into any Icasc or scrvicc, maintcnancc or Illanagclllcnt agreemcnt with respect to
any portion or all of the Premises without Buyer's prior written consent;
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(e) Not consent to or allow any liens, mortgage or other encumbrance on the
property.
II. Condemnation and Hisl" of Loss:
(n) In case or taking prillr III ClllSillg or isslInllce Ilf" a notice or taking any
portion or the Prcmises to be sold, this ^grccmcnt may thercupon at the option of Buyer
be canceled and all proceeds of the condemnation proceeding shall belong to Seller or
such party or parties otherwisc cntitlcd to receive thc same. In the event of sllch a
cancellation of this Agreement, Seller shall promptly refund to Buyer the Deposit.
(b) The risk of loss or damage to thc Property prior to thc Closing by reason
of fire or other casualty, act of God, war, civil unrest or any other similar event shall be
upon the Seller. Seller shall give Buyer written notice any such event within five (5)
days of its occurrence. If there is damage to the Property, Buyer shall have the right to
ICl'lnillalc this ^grcclllcnt hy giving Seller wriltell noticc within livc (5) days allcr
receiving Seller's written notice of the damage. Upon such termination, the Deposit shall
be refunded promptly to Buyer.
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If Buyer does not elect to terminate the Agreement as allowed in this
subparagraph, any insurance proceeds will be used to restore the Property to the same
condition as before the event causing damage. To the extent that the insurance proceeds
are insufficient to restore the Propelty as aforesaid, Seller shall, within twenty (20) days
after the determination of such insufficiency, determine the cost of repair, and Buyer
shall have the right to approve said costs. Within ten (10) days after said cost
determinatioll is approved by Buyer, Seller at its option, may either terminate this
Agreement or make available the balance of funds needed to restore the Propelty. Said
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msurance proceeds and funds made available by Seller shall be used for Property
restoration purposes solely, and shall be paid to Buyer at the Closing, provided, however,
that upon agreement between the parties hereto, said funds may be used for restoring the
Propcrty prior tu Closing. Buycr shall have no right to bring an action against the Scllcr
to collect any amount in excess of the insurance proceeds needed to restore the Property.
12. Access. Seller will permit inspection, testing, and review of the Property by
Buyer's managerial and supervisory personnel, agents, and representatives, subject to the
indemnity provisions in Paragraph 5 hereof.
] 3, Scller ncnresclltatiollS. Seller represents and warrants to the best of its
knowledge the [ollowing:
(a) Seller may not cause any and all liens against the Property, other than
easements that do not affect the use and operation of the Premises, to be removed prior to
Closing;
(b) All taxes that are presently due and payable with respect to the Premises
are current or will be current by the Closing Date, and Seller has ['0 knowledge of any
proposed increases or changes in taxes over those set forth on the current tax bill for the
Property;
(c) There is no pending condemnation or similar proceeding affecting the
Premises or any portion thereof, and Seller has not received any written notice and has no
knowledge that any such proceedings are contemplated;
(d) There are no actions, suits, proceedings or claims affecting Sellcr or the
Premiscs rclat ing to Scller's employecs, ngainst vcndors or otherwise relating to or arising
out of the ownership, use or operation of the Premises that are now pending or being
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prosecuted, nor has any such action, suit, proceeding or claim been threatened or
asserted;
(e) Seller is, and will be on the Closing Date, organized and operating as a
corporation in g.ood sranding undcr rhc Imys or thc Slalc lIr its rlll'lll<ltion;
(f) The sale of the Prcmises by Seller is a duly <luthorized act <lnd the agents
who have acted 011 its behalf in conllection with the transaction are duly authorized to do
so;
(g) The delivery of documents required to be delivered at Closing by Seller
arc the duly authorized acts of the Sellcr, and slIch doclIlllcnts constitutc Icgal and
binding acts of the Seller;
(h) There is no existing agreement with any lender holding a mortgage on the
Premises with respect to a "holdback" or escrow of loan proceeds pending completion of
tcnant linish or olher inlllroVcnlcnls III rhc Property; and
(i) The Property shall be conveyed, at Closing, free of all liens and
encumbrances (except as to easements and rights of way and other matters as shown on
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Title Commitment referred to in Paragraph 8).
EXCEPT AS EXPRESSLY REPRESENTED Ol{ WAI{RANTED IN THIS
AGHEEMENT, BUYER ACI(NOWLEUGI~S THAT NEITIIEI{ SELLER NOR ANY
AGENT, OFFICER, EMPLOYEE, SERVANT OR REPRESENTATIVE OF SELLER
HAS MADE ANY STATEMENT OR REPRESENTATION ('''HETHER ORAL OR IN
'VRITING) REGARDING THE SUB.JECT MATTEI{ OF TillS TnANSACTION OR
ANY FACT TIII':IU~OF, INCLUUING \VITIIOllT LIMITING TIIIG GI!:NI~nALITY OF
THE FOREGOING, ANY STATEMENT OR REPRESNTATION AS TO THE
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PHYSICAL NATURE OR CONDITION OF TilE I'REMISES' SOIL AND SUBSOIL
CONDITIONS, SURFACE \VATER, UNDERGROUND \VATER, THE PREMISES'
FEASIIlILITY FOR ANY PARTICULAI~ PUnpOSE, DEVELOPMENT, USE,
1M PIU)VEM ENT Ol( OPI~I(ATION, Ol( ANY OTIII~n MATTI~n on TiliNG
AFFECTING OR RELATING TO TIII~ PREMISES OR ANY FUTURE liSE,
IMPLEMENTATION OR DEVELOPMENT, ENJOYMENT OR OPERATION
THEREOF. BUYER AGREES TIIAT BUYER, IN EXECUTING, DELIVERYING
AND/OR PEnFOnMING TillS AGIU~Ji:I\1I~NT, liAS NOT AND DOJi:S NOT IU~LY
UPON, AND THAT SELLER IS NOT LlABLI~ on BOUND IN ANY MANNER BY, ANY
EXPRESS OR IMPLIED \V ARRANTY (INCLUDING ANY \V ARRANTY AS TO THE
PREMISES' FITNESS FOR A PARTICULAR USE OR PURPOSE). EXCEPT AS
EXPRESSLY SET FORTH IN TillS AGREEMENT, BUYER ACCEPTS THE
]'I~EMISl<:S IN "AS IS, \VIII~I(E IS" CONDITION "WITII ALL FAULTS."
AS AN ACCOMMODATION TO BUYER, SELLER AGREES TO FURNISH
BUYER \VITH CERTAIN INFORMATION REGARDING THE PREI\'IJSES AS
PROVIDED HEREIN. BUYER HEIU~BY ACKNO\VLI~DGr~s AND AGREES THAT
SELLER IS MAKING AIlSOLUTELY NO IU~PIU~SI~NTATION OR \VAIU~ANTY
WHATSOEVER 'VITII RESPECT TO ANY SUCH INFORMATION PROVIDED IlY
SELLER TO BUYER EXCEPT AS SPECIFICALLY SET FORTH IN THIS
AGREEMENT. BUYER ACKNOWLEDGES AND AGREES THAT BUYER SHALL BE
REQUIRED TO VI~IUF\' TilE ACCUI~ACY ANI> I>ETAILS OF ALL suell
INFORMATION I'ROVIOED BY SELLER TO BUYER IN SUCII MANNER AS BUYEH.
DEEMS APPROPRlA TE,
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14. A J}JwrtiolllllclltS. At the Closi ng, the followi ng items wi II be apportioned by
way of cash additions to or subtractions fi'omthe Purchase Price payable in cash at the Closing.
Such apPOltionmenls shall be as of II :59 p.m. or the dale preceding Closing, and shall consist of
the following:
(a) All ad valorem property taxes assessed against the Property shall be
prorated as of the Closing Date. Such taxes shall be prorated based on the maximum
available discount for early payment.
15, Assessments. If, at Closing, the Premises or <lny p<lrt thereof sl1<l1l be or shall
have been affected by an <lssessmcnt or assessrllenls that are or may become payable in annual
installments, of\~hich the first installments is then a charge or lien or has been paid, then, for the
purposes of this Agreement, all unpaid installments or any such assessments, including those that
are to become due and payable afler the Closing, shall be paid and discharged by Seller at the
Closing.
16. Title. Seller shall convey such good and marketable indefeasible fee simple to
the Premises as ~ny reputable title company will insure, subject only to the fctllowing:
(a) Any applicable zoning or other ordinances or laws affecting the Premises
provided same do not prohibit the present use <Inti occllp<lncy thereof;
(b) Any eascments for ingress or egress and for utility lines;
(c) The provisions of the Development Agreement; and
(d) Exceptions as shown on this Title Commitment referred to in
Paragraph 6 (except liens for money owed).
17. Dcli\'cl"Y :.t Closing. At the Closing herein, Seller shall deliver to Uuyer the
following:
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(a) A Special Warranty Deed continuing all of the usual covenants, in
recordable form, conveying to Buyer all of Seller's right, title and interest in and to the
Property, subject to exceptions as shown on the Tille Commitment referred to in
Parngrn ph 8 (exccpt I iells ("Of' IllOIlCY owed);
(b) Tax Uills;
(c) An executed Assignment and Assumption Agreement;
(d) All othcr instnlll1cnLs described herein or reasonably necessary to
consummate the transaction contemplated by this Agreement;
(c) Sellcr's duly sworn atlidaviL sLaLing Lhat copies or all documcnLs delivered
pursuant. to this Agreement are true and correct and without any change between the date
of delivery and the Closing Date, and nlrther confirming the accuracy of all
representations and warranties made by Seller pursuant to this Agreement as of the
Closing Date; alld
(t) A Seller's Affidavit providing that no work has been done on the Property
that would give rise to a lien; and that no encumbrances have been placed on the
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Property,
18, Buver to Furnish at Closilll!,
(a) The limds due aL Closing as provided in Section 3 hereof;
(b) Corporate resolutions of the Buyer certifying that the purchase of the
Premises by Buyer is a duly authorized act and the agents who have acted on its behalf in
connection with the transaction are duly authorized to do so;
(c) All opinion Iclle!' nIHil thc counsel ror Buyer tha':
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investigation of the Property, provided, however, that said damages shall in no event exceed the
amount of the Fifleen Thousand and No/IOo'tlis Dollars ($15,000.00), The foregoing shall be
Buyer's sole and exclusive re1l1cdies in the cvcnt of breach or dcfault by the Seller hereundcr, and
in no evcnt shall Buyer he cnlillcd to purslIe or recover damages n01l1 Seller over and abuve thc
amount provided herein.
21. Buyer's Construction Commenccmcnt J)criod and Seller's Ri2ht to
RCIHlrchasc.
(a) Buyer agrees that Seller is dependent upon Buyer's timcly completion of
the Hotel Facility, and thus Buyer shall obtain the requisite building permits for and
commence construction of the Hotel Facility within six (6) months of the Closing Date
(the "Construction Commencement Period"). In the event Buyer is unable to commence
construction within the Construction Commenccment Period due to its inability to obtain
the requisite huilding pcrlllils or olher C:Hlses beyond the reasonable control of" Buycr
despite Buyer's diligent and good faith efforts to timely commence constl1Jction, Buyer
may request to extend the Construction Commencement Period for lip to two (2)
additional thirty (30) day periods, which rcquest(s) may bc granted by Scller for no
additional fec upon Seller's reasonnble sntisfnction that Buyer has nnd is continuing to
diligently pursue commencing construction of the Hotel facility in a timely manner.
(b) If construction does not commence within the Commencement
Construction Period or, if applicable, an extensioil thereof, Seller retains the right to
repurchase the Propc/1y (thc "Seller's Repurchase Option") for the same Purchase Price as
paid hereundcr. In the event Seller exercises its Repurchase Option as provided herein,
the following provisions shall apply: (i) Seller shall pay to Buyer the actual out-of-pocket
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(i) Buyer is a duly incorporated and in good standing in the state of its
incorporation and is authorized to do business in Florida;
(ii) The purchase of the Premises by Buyer is a duly authorized act and
thc agcnts who havc aclcd on its hch:lIr in conncction with thc transaction arc duly
authorizcd to do so;
(iii) The delivery of the documents required to be delivered at Closing
by Buyer are the duly authorizcd acts of the Buyer, and such doclIments constitute
legal and binding acts o[the Buyer; Blld
(d) An executed Assignment and Assumption Agreement.
19. Liauidated Dama2es, The parties hereto agree that if Buyer defaults in the
taking of title hereunder and pursuant to the terms, conditions and covenants herein, Seller shall
have the right to demand paymcnt of all Escrow Funds (which is the amount of paymcnt made
by Buycr upon thc signing or this Agrcemcnt, in accordancc wilh Paragraph 3(a) and 3(b)
herein), as the amount of liquidated damages if the Closing is not had, and without further
liability on the .part of Buyer, except for those obligations that shall survive the termination or
expiration of the Agreement as provided hcrein.
20. Seller's ()efault. The parties hcrcto ngrec tllnt if Scllcr dcfnults in its obligntions
under this Agreement, the Buyer, at its election, may elect to (i) terminate this Agreement and
receive a full refund of all Escrow Funds and thereafter neither party shall have any further
obligation to the other hereunder, except for those obligations which expressly survive the
expiration or termination of this Agreement, (ii) scek specific performance of this Agrecment by
Sellcr, or (iii) in addition to option (i) above, sue Sellcr rur Buyer's actual out-of-pocket costs
incurred in connection with the negotiation and execution of this Agreement and with Buyer's
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costs incurred by Buyer, provided, however that said payment shall in no event exceed
Fifty Thousand and Noll OOths Dollars ($50,000.00); (ii) Seller shall pay the costs of all
tr<lnsfer I<lxes <lnd lille insurance; (iii) Buyer sh<lll convey the Property to Seller by special
warranly deed, nnd (iv) thc slatus of"lillc shall be idcnticallo rhe stntus or-title on the dale
of the initial conveyance of the Property from Seller to Buyer, In the event Seller is
entitled to exercise its Repurchase Option, Seller shall have the right to enforce said
Repurchase Option by specific performance. Notwithstanding the foregoing, in the event
that Buyer is delayed in conllllencing construction within the Constl1lction
Commencement Period or, if applicable, an extension thereof: by any cause beyond the
reasonable control of Buyer despite Buyer's diligent and good faith efforts to timely do
so, said time period for commencing construction shall be extended by a period of time
equal to the period of the delay. [o'or purposes of this Agreement, a cause shall be beyond
the reasonable conlrol or Buyer to this ^glccnlcnt when such cause would effect any
persons similarly situated (such as power outage, labor strike, lockout, civil commotion,
riot, act 6f God, trucker's strike, or failure to obtain the requisite governmental approvals
despite Buyer's reasonable and diligent efforts to do so, or any other cause outside the
control of the party that could not be avoided by the exercise of due care) but shallllot be
beyond the reasonable control of Buyer when particular to Buyer (such as financial
inability or failure to order long lead time material sufficiently in advance). In the event
of any occurrence that Buyer believes constitutes a cause beyond the reasonable control
or Buycr and Ihat will delay any perfl)J'Jllnncc by Uuyer, Buycr shall promptly, in writing,
notify Seller of the occurrence alld nature or such cause, the anticipated period of delay
and the steps being taken by Buyer to mitigate the effects of such delay.
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22. Escrow.
(a) The Escrow Agent, by acceptance of the Deposit, agrees to hold such
Deposit and to disburse the same only in accordance with the terms and conditions of this
Agrecmcnt. If rhe Escrow Agcnt is in doubt ns to its uIIlics or finbilitics undcr the
provisions of this Agreement, it may, in its sole discretion, continue to hold the Deposit
until the parties mutually agree to distribution thereof, or until a judgment of a COUlt of
competent jurisdiction shall determine the rights of the parties hereto, or the Escrow
Agent may deposit such funds wilh Ihc Clcrk of the Circuit Court of IIillsbofOugh
County, r1orida, pursuant to interpleadcr procedure, whereupon aller notifying all parties
concerned with such action and paying all costs imposed by the Clerk as a result of such
deposit, all liabil ity on the part of the Escrow Agent shall terminate except to the extent
of accounting for any monies theretofore delivered out of escrow.
Buycr and Seller hereby agrce to indcmnify and hold the Escrow Agent harmless
against any and all losses, claims, damages, liabilities and expenses, including without
limitation, costs of investigation and legal counsel fees which may oe imposed upon the
Escrow Agent 01: incurred by the Escrow Agent in connection with the performance of its
duties hercunder and including, without limitation, any IiI ignlioll nrising frum this
Agreement or involving the subject matter hereof, except for matters arising out of the
negligence or willful malfeasance of the Escrow Agent.
(b) It is expressly understood that Hill, Ward & Henderson, P.A., represents
the Seller in conncction with this transnction, In the evcnt of any disputcs as to which
party is cntitled to thc Deposit or in the evcnt any disagrecmcnt shall arise as a rcsult of
this Agreement or the transaction contemplated hereby, the Escrow Agent shall not be
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excluded from representing the Seller by virtue of its servlllg as the Escrow Agent
pursuant to this Agreement.
23. Amcndlllents. This Agrecment may be amcnded or modificd only by an
inslrumcnt in wriling cxccl/led hy all parlies herclll.
24. Bencfits. This Agreement shall be binding upon the inure to the bencfit of the
parties hereto and their respective legal representatives, successors, and assigns of the parties
hereto. The terms, conditions and covenants of this Agreement shall survive the Closing herein.
25.
Notices.
All noticcs, rcqucsts Hnd demands, Clnd othcr cOl1111lunicCllions
hereunder, shall be in writing, and shall be deemed to have been duly given if delivered or
mailed, by certified or registered mail, by either Seller or Buyer to the other at the addressed as
set forth in the intraductol)' paragraph of this Agreement.
26. Indclllnity - Bulk Salc. Seller warrants that it shall be timely and fully pay any
and all valid creditors' claims asscrtcd againsl Sellcr and agrccs to indcmnify alltl hold Buycr
harmless of, from and against any and all claims asserted by any and all current, contingent or
prospective creditors of Seller and made or brought against Buyer or against any of the
properties purchased pursuant to this Agrccment.
27, Govcrnille Law, This Agrccnlcnt shall bc govcrncd Clnd construcd in ncconlance
with the internal law of the State of Florida, without regard to the principles of conflicts of law.
28, Assielllllcllt. This Agreement may be assigned by Buyer, before Closing,
provided, however, that Buyer obtains the requisite Agency approval of such assignment and
Buyer's assignee expressly assumes all of the obligations undcr the Dcvelopmcnt Agrcement
Seller may assign its rights hereunder to any person, firm or corporation.
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29. Time is of the cssence. It is expressly agreed by the parties hereto that time is of
the essence with respect to all dates contained in this Agreement.
30. Bro){Cra2C Commission. Seller and Buyer agree that no real estate broker or
ngent has been involved ill this transaclioll other thall the Justice Corporntion, which is the ngellt
of the Seller, and which shall be compensated hy Seller pursuant to a separate agreement.
31. Rcsvonsc Datc. Seller shall have no more than ten (10) working days from the
date of receipt of this ofTer in which to respond, or this offer shall be considcred null and void at
the option of the Buyer.
32. l~stol>l>cl Ccrtific:ltC. If'there is a lIIorlgagc or lIlortgngcs onthc Prcmises, Sellcr
will deliver to Buyer ten (10) days prior to the delivery of the deed a certificate executed and
acknowledged by the holders of the mortgage or mortgages, certifying the amount of the unpaid
principal and interest, the date of maturity, and rate of interest of the mortgage,
33. Sun'ival. With the except ion 0 r t1lOse certni n Seller representations and
warranties contained in subsections 13(c), 13(d), 13(e) and 13(f) hereof, which shall survive the
Closing Date indefinitely, the representations and warranties in this Agreement shall survive the
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Closing for a period of one (I) year from the Closing Date. Any covenants for provided herein
shall survive the Closing.
34. No 'Vnivcl'. Failurc of either party to cxercise any rights undcr this Agreelllent
shall not constitute a waiver of any right, nor excuse the other party's full performance. No
express waiver of any matter shall affect any other matter under this Agreement. Express
waivers are only effective ifin writing,
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35. Entire A2:recl1lcnt. This document constitutes the entire agreement between the
parties, incorporating all prior agreements, and may only be amended in writing executed by
both pal1ies.
JG. H:HlolI G:IS, Buyer hereby acknowledges having rcceived thc following
notification pursuant to rlorida Statute ~404.05G:
RADON GAS: Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, Illay present health
risks to persons who are exposed to it over time, Levels of radon that
exceed federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon tcsting ml1Y be
obtaincd n"om your cOllnty public hcalth unit.
37. Effective Date. The "Effective Date of this Agreement shall be the latter date
upon which Seller and Buyer execute the same.
IN WITNESS WHEREOF, the parties have executed this Agreement.
Signcd, scaled <Ind delivered
in the presence or:
PAUL SIMONE or ASSIGNS
~y~ -f
(Sea))
o
Name: ~lll1lE
(Type or Print Namc)
Dated: March g, 2000
"BUYER"
The above offer is hereby accepted this ~ d<lY of March _, 2000.
(Signature lines continue on the following page.)
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daMCW-
Namc: D ~ ,... A.. C. F I) I( v
(PI~- 'r~',~p~~lltNCI'~;~)--
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IMRGLOBAL, CORP., a lorida corporation
~y: ' - !O~
Nalllc: INC(;:N{ DDONlst 0
Ti (Ie: ~Y~ZU}! V i_~ -V[[~' (JR F3 I Ot;.w ,-
Daleo: March 10, 2000
"SELLER"
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