EXHIBIT 10.17
CONTRACT FOR SALE OF REAL ESTATE
Residential _____ Vacant Lot _____ Farm/Ranch _____ Other X
Contract #________
This is a legally binding contract. If not understood, seek competent
advice. COMMERCE GROUP CORP. and HOMESPAN REALTY CO., INC., both Wisconsin
Corporations, Owner(s) and/or Seller(s) and GENERAL LUMBER AND SUPPLY CO., INC.,
Buyer, enter this Contract as of the Contract date defined below. The parties
mutually agree as follows:
1. PROPERTY. Owner will sell and Buyer will buy the
following-described real estate situated in CAMDEN County, Missouri:
PART OF THE SOUTH HALF OF SECTION 21, TOWNSHIP 39 NORTH, RANGE 17 WEST AND PART
OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 21, TOWNSHIP 39,
RANGE 17, CAMDEN COUNTY, MISSOURI, AS MORE SPECIFICALLY DESCRIBED ON APPENDIX
"B" HERETO
more commonly described as STANDING ROCK CAMPGROUND (legal description on
updated abstract or title insurance commitment to govern); subject, however, to
any reservations, easements or restrictions of record and any zoning laws,
regulations or ordinances affecting the property as will not materially
interfere with such use of the property as Buyer might reasonably expect to make
in view of the general character of the area and neighborhood in which the
property is located.
The property to be conveyed includes all existing improvements on the property
and appurtenances, fixtures and equipment now located thereon, if any,
including:
*Trees & Shrubs *Exterior Gas or Electric Lights *Built-in Gas Fired Barbecue
Pits *Attached TV Antennas *All Lighting Fixtures *Ventilation & Exhaust Fans
*Ceiling Fans *Attached Mirrors *Garbage Disposals *Dishwashers *Trash
Compactors *Ovens & Ranges *Built-in Microwave Ovens *Electric Garage Door
Openers & Controls
*All Built-in Heating, Cooling & Plumbing Equipment & Fixtures *Water Heaters
*Water Softeners *Attached Floor Coverings *Attached Shelving *Radiator ▇▇▇▇▇▇▇
*Shades, Curtain & Drapery Hardware *Blinds, Shutters, Storm Sashes & Doors,
Screens, Awnings *Burglar Alarms *Smoke Alarms *Attached Fireplace Equipment &
Doors *All Articles Now Provided for Tenant Use (as set forth below)
*Outbuildings, Silos, Crops (as set forth below)
(Note: To avoid any misunderstanding, the parties are urged to list below
as "included" or "excluded" any items which may be subject to question.)
The following items are also included in the sale:
SEE APPENDIX "A" ALSO SEE APPENDIX "A," ITEM 16.
FOR IMPORTANT OTHER TERMS AND CONDITIONS.
The following items are excluded from the sale: __________________________.
2. PURCHASE PRICE. Buyer will pay a purchase price of One Million Two
Hundred Forty-Nine Thousand and Fifty Dollars ($1,249,050.00) for the property
as follows: $*1. No ▇▇▇▇▇▇▇ money at the time of the execution and delivery of
this Contract, the receipt of which Owner acknowledges and which ▇▇▇▇▇▇▇ money
is delivered to N/A (escrow agent) to be placed in an escrow account as soon as
practicable, but not later than ten (10) banking days after the date of final
acceptance of this Contract by all parties; and, at closing, Buyer will execute
any note and deed of trust or assumption agreement provided for in this Contract
and will pay the balance of the purchase price, by an offset (reduction) of
Buyer's promissory note issued by Commerce Group Corp.
3. [THIS PARAGRAPH IS NOT APPLICABLE AND IT WAS DELETED].
4. FINANCING (Check A or B)
X A. This Contract is not subject to Buyer obtaining financing, but it
is subject to a payment by reducing the amount of a certain promissory note
issued to the Buyer by one of the Sellers.
B. This Contract is subject to Buyer's ability to obtain
financing under the terms set forth in RE555D/A-Exhibit A, Financing Agreements,
attached to and incorporated into this Contract.
5. CONTRACT CONTINGENCIES (Check A or B)
A. This Contract is not subject to any contingencies, except the
title requirements described below and RE555D/A Exhibit A, Financing Agreements,
if that Exhibit is attached to this Contract.
X B. This Contract is subject to certain contingencies that are set
forth on RE555D/B-Exhibit B, Contract Contingencies, attached to and
incorporated into this Contract.
6. ARBITRATION (Check A or B)
X A. This Contract does not provide for arbitration of disputes.
B. This Contract incorporates binding arbitration under the
terms set forth in RE555D/C-Exhibit C, Arbitration Agreement attached to and
incorporated into this Contract. (Binding on those parities and Broker/Agents
who sign Exhibit C.)
7. ACCESS TO PROPERTY. Seller will permit inspections of the property
by Buyer personally, by third-party inspectors selected by Buyer as provided in
RE555D/B-Exhibit B, Contract Contingencies, or for any inspections subsequently
agreed to in writing between Owner and Buyer, or as required by Buyer's lender,
upon reasonable advance notice to Seller. Buyer and Selling Agent may be present
during inspections.
8. TITLE INSURANCE OR ABSTRACT. Owner will deliver at Buyer's request a
commitment to issue an owner's policy of title insurance in the amount of the
purchase price of the property issued by a title insurance company licensed in
Missouri. The commitment will name Buyer as the proposed insured and will show
the owner's title to be marketable in fact, subject to the exceptions stated in
paragraph 1 above, and will provide that a policy will be issued immediately
after Owner's deed to Buyer is placed of record. All costs of the owner's title
insurance will be paid by Sellers, and the cost of the mortgagee's title
insurance policy, if any, will be paid by Buyer. In lieu of Owner furnishing a
title insurance commitment, with the consent of Buyer, Owner will, within twenty
(20) days prior to the date of closing, deliver to Buyer an abstract of title to
the property certified to date by a competent abstracter, showing the title as
marketable in fact in Owner, subject to the exceptions stated in paragraph 1
above.
9. TITLE OBJECTIONS. If Owner's title to the property is defective,
Buyer will specify the objections in writing and deliver the same to Owner.
Unless otherwise mutually agreed by the parties, Owner may have any such defects
corrected within sixty (60) days from the date of delivery of such objections,
and the closing date will be extended until ten (10) days after Owner notifies
Buyer that such defects have been corrected. If such defects cannot be corrected
within the agreed time, then, at Buyer's option, this Contact will terminate and
the ▇▇▇▇▇▇▇ money will be returned to Buyer; if the defects cannot be corrected
within 120 days from the date of delivery of such objections, then this Contract
will terminate and the ▇▇▇▇▇▇▇ money will be returned to Buyer. If this Contract
terminates under this paragraph, Buyer will return the abstract, if any, to
Owner, and Owner will be liable for all title examination costs.
*1 The payment for this real estate is to be made by reducing the
amount of the Buyer's promissory note due by one of the Sellers (Commerce Group
Corp.), which owes the sum of $1,894,978.75 as of June 30, 2000, on an
open-ended, secured, on-demand promissory note which bears interest at an annual
rate of 4% plus prime rate, but not less than 16% and the interest is payable
monthly.
Page 1 of 1
10. TITLE STANDARDS. "Marketable title" has the meaning contained in
Title Standard 4 of the Missouri Bar. If the title insurance commitment or
abstract discloses any encumbrance or defect which causes Owner not to have
marketable title, such encumbrance or defect will not constitute a valid
objection by Buyer if Owner furnishes the affidavits or other documentation
required to remove the encumbrance or defect. It is understood that any existing
liens will be paid out of sale proceeds.
11. OWNER TO CONVEY BY WARRANY DEED. If Owner has marketable title to
the real property, Owner will delivery to Buyer at closing a general warranty
deed free and clear from all liens and encumbrances, except as stated in
paragraph 1 above.
12. TAXES, ASSESSMENTS, RENTS. Owner will pay in full all state, county
and municipal taxes and assessments, general and special, which are a lien on
the property; except taxes for this calendar year, which will be prorated as of
March 31, 2001. If the amount of taxes cannot then be ascertained, proration
will be computed on the amount of general taxes for the preceding calendar year.
The rental from the property, if any, will go to Owner prorated to March 31,
2001 and to Buyer thereafter. Security deposits and advance rents, if any, will
be paid to Buyer at closing. If Owner has paid to any lender a deposit for
taxes, such amounts will be applied toward the payment of Owner's obligations
under this paragraph and will be assigned to Buyer and Buyer will reimburse
Owner for any excess over the amount of Owner's obligation for prorated taxes
hereunder; and if such deposit is not sufficient to satisfy Owner's obligation
hereunder, Owner will pay to Buyer the amount of any difference.
13. PARTIES TO PERFORM PROMPTLY; LIQUIDATED DAMAGES. Because of the
commitment of the parties, time is of the essence of this Contract. If Owner has
kept Owner's part of this Contract by furnishing marketable title and Buyer
fails to comply with the terms of this contract by the scheduled closing date,
then the ▇▇▇▇▇▇▇ money will be paid to Owner as liquidated damages, actual
damages being difficult if not impossible to ascertain, and this Contract may or
may not be thereafter operative, at the option of Owner. Each party shall have
all remedies available at law or in equity for breach by the other party The
holder of the ▇▇▇▇▇▇▇ money will not be liable for it until actually in the form
of cash in the holder's possession. If Buyer fails to pay additional ▇▇▇▇▇▇▇
money when due (if required) or if the ▇▇▇▇▇▇▇ money is to be paid over to Owner
as liquidated damages because of Buyer's failure to comply with this Contract,
then the ▇▇▇▇▇▇▇ money will go first toward reimbursing expenses of Owner or
Seller's Agent incurred in this transaction, and the balance to be paid one-half
(1/2) to Owner and one-half (1/2) to Owner's Agent in lieu of commission;
provided, however, that the agent will in no event receive an amount greater
than the agreed commission. If Buyer and Owner have a dispute over the return or
forfeiture of ▇▇▇▇▇▇▇ money held in the aforementioned escrow account, the
deposit will be held in the escrow account until the holder obtains written
release from all parties consenting to disposition or until a civil action is
filed to determine disposition, at which time the holder may pay the funds into
court.
14. ARBITRATION, ATTORNEYS' FEES, COURT COSTS. If this Contract does
not incorporate binding arbitration (RE555D/C-Exhibit C) or a binding Agreement
for Arbitration of Disputes Addendum is not subsequently entered into by the
parties and a suit is filed concerning this property or contract against any
party or agent under this Contract, or out of the sale or actions or
representations of the sale, then the prevailing party in the litigation will be
entitled to reasonable attorneys' fees and court costs. This clause will survive
the closing or termination of this Contract and will apply if any litigation is
brought concerning this property or Contract.
15. PROPERTY TO BE KEPT INSURED. Owner will keep the improvements on
the property fully insured until closing. If the improvements on the property
are substantially damaged or destroyed by fire or other casualty prior to
closing, then Buyer will have the option of accepting all of the insurance
proceeds and proceeding to close this Contract, or terminating this Contract. If
Buyer accepts the insurance proceeds and closes this contract and Owner has
agreed to finance a part of the purchase price, then Buyer must use the
insurance proceeds to restore the improvements, or Owner, at Owner's election,
can terminate this Contract. If this Contract is terminated under this
paragraph, the ▇▇▇▇▇▇▇ money will be returned to Buyer and the abstract, if any,
returned to Owner. Owners will insure the property at its expense through March
31, 2001.
16. ASSIGNMENT OF INSURANCE. If the parties agree that any insurance
policy on the property subject hereto is to be assigned to Buyer, then at the
time of closing Buyer will pay Owner pro-rata any amount of unearned insurance
premium thereunder and the policy will be assigned to Buyer. If Buyer is
assuming indebtedness on the property which is secured by a deed of trust and
the lender requires a continuation of the insurance deposit made by Owner, then
Owner will assign the deposit to Buyer and Buyer will reimburse Owner for the
amount thereof. The insurance will be paid by the Owners through March 31, 2001.
17. FACSIMILE SIGNATURES. "Facsimile signatures," as that term is
commonly used with reference to facsimile machines used in transmitting
documents, signatures, photocopies, etc., will be and hereby are declared by all
parties to this Contract to be the same as an original signature to this
Contract. A facsimile of this Contract, including signature portion thereof,
will be treated and relied upon by all parties hereto as an original Contract
and an authentic signature with the same legal effect as though the facsimile
were an original document to which a genuine signature has been affixed.
18. CONSTRUCTION. The terms "Owner," "Seller," and "Buyer" may be
either singular or plural according to whichever is evidenced by the signatures
below. Paragraph captions in this Contract are intended solely for convenience
of reference and will not be deemed to modify, place any restriction upon, or
explain provisions of this Contract. If any date for performance falls on a day
other than a business day, such date shall be extended to the next succeeding
business day.
19. AGENT DISCLAIMER. Neither Owner's Broker or agents, nor
Buyer's Broker or agents make any guarantee or representation as to the
title to the
property, or discrepancies that a survey may reveal, or the repair or
condition of any of the buildings or improvements on the property.
20. OWNER PROPERTY CONDITION DISCLOSURE STATEMENT. A seller property
condition disclosure statement is not a substitute for any inspections that
Buyer may wish to obtain. Except as disclosed either in this Contract or any
such seller property condition disclosure statement, neither Owner, Owner's
broker or agents, nor Buyer's broker or agents have made any representations not
specifically set forth. (Check one)
X A. No Seller property condition disclosure statement will be
provided by Owner.
B. Buyer has reviewed and signed the attached property
condition disclosure statement.
C. This contract is contingent on Buyer's review of a seller
property condition disclosure statement which Owner will provide to Buyer within
one (1) calendar day after the Contract date. Upon receipt of the seller
property condition disclosure statement, Buyer will have two (2) calendar days
to terminate this Contract by giving Owner written notice of the termination.
Upon such notice, the ▇▇▇▇▇▇▇ money will be returned to Buyer.
Otherwise, this contingency will be deemed waived by Buyer.
21. FINAL WALK-THROUGH. Buyer or Buyer's Agent will have the right within
seventy-two (72) hours prior to closing to enter upon the property to conduct a
final walk-through inspection of the property for the purpose of (1) confirming
that the general condition of the property is the same as it was on the date
Buyer first signed this Contract, ordinary wear and tear excepted, and (2) if
applicable, inspecting those items previously resolved by written agreement of
Buyer and Owner. Owner will arrange, at Owner's expense to have all the
utilities turned on during the period specified for this final inspection.
Owners will pay for all utilities through March 31, 2001.
22. CLOSING. This Contract will be closed at the office of the Owners, in
Milwaukee, Wisconsin at such time and place as the parties mutually agree. If
Owner must take additional steps to deliver marketable title, then the time of
closing may be extended as provided above. Possession will be delivered to Buyer
at closing or on April 1, 2001, subject to the rights of various recreational
vehicle tenants who occupy the premises. Escrow fees, if any, shall be divided
equally between Seller and Buyer. Buyer shall pay the cost of recording the
deed.
23. [THIS PARAGRAPH IS NOT APPLICABLE AND IT WAS DELETED].
24. LEAD-BASED PAINT DISCLOSURE: Every purchaser of any interest in
residential property on which a residential dwelling was built prior to 1978 is
notified that such property may present exposure to lead from lead-based paint
that may place young children at risk of developing lead poisoning. Lead
poisoning in young children may produce permanent neurological damage, including
learning disabilities, reduced intelligence quotient, behavioral problems and
impaired memory. Lead poisoning also poses a particular risk to pregnant women.
The seller of any interest in residential real property is required to provide
the buyer with any information on lead-based paint hazards from risk assessments
or inspections in the seller's possession and notify the buyer of any known
lead-based paint hazards. A risk assessment or inspection for possible
lead-based paint hazards is recommended prior to purchase.
Seller represents and warrants to Seller's agent, Buyer, and any
Buyer's agent as follows:
(Check A if applicable. If A is checked,
leave the remainder of this paragraph blank.)
X A. This Contract is exempt from the disclosure obligations under 42
U.S.C. 4852d because (1) the property is not a residential real property, (2)
the property was constructed in 1978 or later, (3) the living area of the
property is not separated from the sleeping area e.g., it is an efficiency or
studio apartment), or (4) other (describe) RV Campground.
RE555D Contract for Sale of Real Estate Page 2 of 3
(Check B or C)
B. Known lead-based paint and/or lead-based paint hazards
are present in the housing (explain).
X C. Seller has no knowledge of lead-based paint and/or lead-
based paint hazards in the housing.
(Check D or E)
D. Seller has provided Buyer and Seller's agent with all
available records and reports pertaining to lead-based paint and/or lead-based
paint hazards in the housing (list documents below).
X E. Seller has no reports or records pertaining to lead-based
paint and/or lead-based paint hazards in the housing.
Buyer represents and warrants to any Buyer's agent, Seller and Seller's agent as
follows:
F. Buyer has received copies of any information listed in
item D. above.
G. Buyer has received the pamphlet "Protect Your Family from
Lead in Your Home."
(Check H or I)
H. Buyer has waived the opportunity to conduct a risk
assessment or inspection for the presence of lead-based paint and/or
lead-based paint
hazards.
I. Buyer has the opportunity to conduct a risk assessment or
inspection of the property for the presence of lead-based paint and/or
lead-based paint hazards. (Intact lead-based paint that is in good condition is
not necessarily a hazard. See the EPA pamphlet "Protect Your Family from Lead in
Your Home" for more information.) Buyer will obtain such an inspection on or
before ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇ blank, ten days) of the contract date at Buyer's
expense. The risk assessment or inspection will include a written inspection
report. Should the report disclose the presence of any lead-based paint hazards
unacceptable to Buyer, Buyer may give Seller or Seller's agent a copy of the
report and a written notice of nonacceptability identifying the unacceptable
hazards within five (5) days of receipt of the report. Seller will have five (5)
days from receipt of the report in which to enter into a written agreement with
Buyer to either remediate the unacceptable hazard or to make a monetary
adjustment in lieu of such remediation. If the parties do not reach such a
mutually acceptable agreement within the 5-day period, this Contract will
terminate and the ▇▇▇▇▇▇▇ money deposit, less any expenses incurred by or on
behalf of Buyer, will be refunded to the Buyer.
Date: N/A
N/A N/A
Selling Broker's Firm Name Listing Broker's Firm Name
By: N/A By: N/A
Selling Agent Date Listing Agent Date
25. SPECIAL AGREEMENTS.
SEE APPENDIX "A" FOR SPECIAL AGREEMENTS
SEE APPENDIX "B" FOR LEGAL DESCRIPTION
To the extent applicable, Seller and Buyer have reviewed the
information in paragraph 24 above and certify, to the best of their
knowledge, that the
information they have provided in paragraph 24 is true and accurate.
Buyer acknowledges receiving one copy of this Contract.
APPROVED AND ACCEPTED
GENERAL LUMBER & SUPPLY CO., INC.
X Buyer /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Date: August 14, 2000, SS ▇▇-▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
Owner hereby X accepts ___ rejects ____ counter offers the foregoing
offer set forth in this Contract on the terms specified herein. ___ A counter
offer form which amends the terms of this Contract is attached to and
incorporated into this Contract.
Owner's counter offer will automatically expire at ____m. on _________,
199___, if not accepted by Buyer or withdrawn by Owner before then.
COMMERCE GROUP CORP. (Owner)
X Owner /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Date August 14, 2000, SS ▇▇-▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
HOMESPAN REALTY CO., INC. (Owner)
X Owner /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Date August 14, 2000, SS ▇▇-▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Secretary
Buyer accepts Owner's counter offer. BUYER'S INITIALS _____________
The "Contract date" is the date this document was accepted by the last party to
sign. The Contract date is August 14, 2000, (may be filled in after execution
and delivery of this Contract by both parties).
RE555D. Approved by Legal Counsel of the Missouri Association of REALTORS
Page 3 of 3
APPENDIX "A"
APPENDIX "A" to CONTRACT FOR THE SALE OF REAL ESTATE dated AUGUST 14, 2000 by
and between COMMERCE GROUP CORP. and HOMESPAN REALTY CO., INC., Sellers and
GENERAL LUMBER AND SUPPLY CO., INC. Buyer and covering property described as:
PART OF THE SOUTH HALF OF SECTION 21, TOWNSHIP 39 NORTH, RANGE 17 WEST AND PART
OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
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1. BUYER INSPECTION: Buyers acknowledge that, prior to execution of this
agreement, they have thoroughly examined the property to be conveyed and
that they rely solely on their own judgment in making this agreement to
purchase and that there are no understandings, agreements or
representations that are not set forth herein.
2. [THIS PARAGRAPH IS NOT APPLICABLE AND IT WAS DELETED.]
3. PROPERTY BOUNDARIES: It is understood by all parties hereto that broker(s)
herein do not warrant or guarantee the location of the boundaries of the
aforedescribed property and that the accuracy of such boundaries can only
be determined by an up to date survey performed by a Missouri Registered
Surveyor. It is further understood that said broker(s) will, in no case, be
liable for damages resulting from any encroachment, overlap or other
boundary line dispute.
4. PROPERTY TAXES: The undersigned seller and buyer hereby acknowledge that
they understand that the real estate taxes in this transaction are being
pro-rated on the basis of the prior year's tax assessment or, if available
at the time of closing herein, the current year's tax assessment and that
responsibility for any subsequent year's assessment is the sole
responsibility of buyer. Proration as of March 31, 2001.
5. GOVERNMENT AGENCY NOTIFICATION: All parties acknowledge that the closing
agent of this transaction is required to provide certain information to
governmental agencies regarding the sale and said parties agree to provide
such information as required and hereby sanction the release of such
information.
6. CONDITIONS OF RECORD: Buyer's proposal herein is subject to
approval of any easements, restrictions, reservations or conditions
pertinent to the
aforedescribed property.
7. REGULATION COMPLIANCE: None of the brokers herein warrant that the
aforedescribed property is in compliance with regulations pertinent to
water supply or wastewater disposal systems. THE MISSOURI DEPARTMENT OF
HEALTH HAS PROPOSED IN THE MAY 15, 1995 MISSOURI REGISTER, REGULATION OF
ALL ON SIDE WASTEWATER DISPOSAL SYSTEMS THROUGHOUT THE STATE AS MANDATED BY
SENATE ▇▇▇▇ 446.
8. CLOSING FEE: It is understood and agreed that if the transaction herein is
closed by an attorney, an escrow company or a title company the fee payable
for such closing shall be divided equally between buyer and seller.
Further, if a mortgage company is involved an additional loan closing fee
of up to $100.00 may be assessed to buyer.
9. ASSOCIATION DUES: Buyer and seller agree that Home Owner's Association,
Property Owner's Association or other dues assessable to the subject
property, if any, will be paid to date of closing by seller and pro-rated
between buyer and seller from date of last payment anniversary.
10. CONTINGENCY REMOVAL: Buyer may remove any contingency placed by it
and reflected herein at any time, prior to closing, by notifying seller's
agent thereof in writing:
11. FRANCHISE INDEPENDENTLY OWNED AND OPERATED: COLDWELL BANKER
SATISFACTION, INC., is an independently owned and operated Member of
COLDWELL BANKER
RESIDENTIAL AFFILIATES, INC.
12. BINDING CONTRACT: This contract is binding upon the parties hereto,
their respective heirs, executors, administrators and assigns.
13. ADDITIONAL CONTINGENCIES:
A. All improvements and personal property that are owned by the owner and
that are presently located on the property, excepting Recreational vehicles
trailers, mobile homes and other items owned by tenants as personal property
will be conveyed to buyer at closing.
B. Seller will assign all existing and valid rental or lease contracts,
etc., in force with tenants to Buyer at closing.
▇. ▇▇▇▇▇▇▇ will assign all rental, lease, maintenance etc. fees
collected from tenants and other such persons, after March 31, 2001.
APPENDIX A - PAGE 2
ADDITIONAL CONTINGENCIES continues:
14. Buyer agrees to not require the re-location of any persons presently under
rental contract or lease for a period of at least one year from date of
closing, unless said tenant is in default of rental payment(s).
15. ASSIGNMENT: This Purchase Agreement is assignable, at Buyer's
discretion, prior to closing at terms as agreed upon per ratified contract.
16. OTHER TERMS AND CONDITIONS:
A. In view of the fact that on April 30, 2000, Homespan Realty Co., Inc.
executed a Seller's Agency Listing Contract (Exclusive Right to Sell)
with Re/Max at the Lake (Re/Max), a Missouri-licensed real estate
broker to sell the Standing Rock Campground at a price of
$1,750,000.00, less a 7% commission and the usual related expenses and
disbursements and which listing expires at 5:00 p.m. on November 1,
2000, the Buyers are provided the following options:
1. To wait until the listing expires to consummate the sale of the
property pursuant to this Contract for Sale of Real Estate.
2. The purchase of the 300 (100%) Homespan Realty Co., Inc. common
shares at a value of $1,249,050, which has only one asset: the Standing Rock
Campground. In this transaction, General Lumber & Supply Co.,
Inc. would acquire absolute control of Homespan Realty Co., Inc., after all
intercompany liabilities were removed. Commerce Group Corp.
would guarantee that there would not be any liabilities.
3. An alternate transaction would be to obtain Re/Max's consent to
transfer the Standing Rock Campground without the payment of a
commission and to have General Lumber & Supply Co., Inc. continue
listing it for sale with Re/Max.
B. All parties are aware that the Standing Rock Campground consists of
approximately 330 acres of land with approximately 3,300 lineal feet of
shoreline in the Lake of the Ozarks, a storage shed, club house and
personal property, etc. The Standing Rock Campground needs an upgrading
of the electrical, water and septic system to service the campsites of
the existing occupants. Should the septic system fail, and if there are
not adequate funds for a major overhaul or repair of this system, then
there would be the loss of rental income.
C. The parties agree that since this could be construed to be a related
party transaction, it would be in the best interest of all parties concerned to
agree that in the event this real estate were sold by General Lumber
and Supply Co., Inc., for more or less than the purchase price within a period
of one year from the date of the execution of the Warranty Deed, a
price adjustment would be made to the promissory note issued by Commerce Group
Corp. to General Lumber and Supply Co., Inc. as shown in the
following example:
Example A Example B
Net proceeds (including sales commission and related expenses) received
from the sale of the Standing Rock Campground to a third party $1,500,000
$1,000,000
General Lumber and Supply Co., Inc.'s cost via reduction of its promissory note
due from Commerce Group Corp. 1,249,050 1,249,050
The difference would be added or subtracted to the General Lumber
and Supply Co., Inc. promissory note with an interest adjustment retroactive
to the closing
date of the sale. $ 250,950 $(249,050)
A Subtraction An Addition
D. All parties are aware that a Deed of Trust has been issued to ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇, Esquire on November 3, 1983 for the benefit of ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, as an individual and not as a Director or Officer of any
corporation referred to herein. and for the benefit of General Lumber and Supply
Co., Inc.
E. In order to make an orderly transaction all parties agree that the
Sellers will operate the business end of Standing Rock Campground until
March 31, 2001. The Sellers will collect and retain all of the rents
and other income. The Sellers will be liable for all of the expenses
including, but not limited to, real estate taxes, insurance management
fees, operating expenses, etc.
F. The Warranty Deed will be issued to the Buyer anytime it requests it
and that date will be regarded as the closing date.
GENERAL LUMBER AND SUPPLY CO., INC. COMMERCE GROUP CORP.
(A Wisconsin Corporation) (A Wisconsin Corporation)
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------- ---------------------------------
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
BUYER SELLER
DATE: August 14, 2000 DATE: August 14, 2000
HOMESPAN REALTY CO., INC.
(A Wisconsin Corporation)
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Secretary
SELLER
DATE: August 14, 2000
APPENDIX "A" PAGE 2 OF 2
APPENDIX "B"
APPENDIX "B" to CONTRACT FOR THE SALE OF REAL ESTATE by and between COMMERCE
GROUP CORP. and HOMESPAN REALTY CO., INC., Sellers, and GENERAL LUMBER AND
SUPPLY CO., INC., Buyer and covering property described as: PART OF THE SOUTH
HALF OF SECTION 21, TOWNSHIP 39 NORTH, RANGE 17 WEST AND PART OF THE NORTHEAST
QUARTER OF THE SOUTHWEST QUARTER OF ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
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All that part of the following described property which lies above contour
elevation 662 feet: A tract of land in the South half of Section 21, Township 39
North, Range 17 West, Camden County, Missouri, described as follows: Beginning
at the Northeast corner of the Southwest quarter of the Southwest quarter, run
East along the quarter quarter section line 1,312.1 feet; thence South along the
quarter quarter, Section line 317.7 feet; thence leaving the quarter quarter
section line and running in a Northeasterly direction on bearing North 60
degrees 20 minutes East 200.0 feet; thence North 50 degrees 50 minutes East
192.4 feet; thence North 58 degrees 50 minutes East 342.6 feet to a steel pin;
thence North 31 degrees 10 minutes East 125 feet to another steel pin in a large
cove; thence South 77 degrees 50 minutes East 1,540.0 feet more or less to a
public road submerged in the cove below the 662 feet elevation; thence along
public road as follows: North 50 degrees 00 minutes West 271.0 feet; thence
North 72 degrees 30 minutes West 416.0 feet; thence North 74 degrees 30 minutes
West 665.0 feet; thence North 86 degrees 30 minutes West 450.0 feet; thence
North 72 degrees 45 minutes West 542.0 feet; thence North 86 degrees 30 minutes
West 531.0 feet; thence North 80 degrees 15 minutes West 272.0 feet; thence
North 86 degrees 30 minutes West 566.0 feet, more or less to the West line of
the Northeast quarter of the Southwest quarter of said Section 21; thence
leaving public road, run South along said West line 1,083.6 feet more or less to
the point of beginning. ALSO all of the Southeast quarter of the Northwest
quarter of Section 21, Township 39 North, Range 17 West, Camden County,
Missouri. ALSO, all of the Northeast quarter of the Northeast quarter and the
Southeast quarter of the Northeast quarter, EXCEPT two acres deeded for school
purposes in Section 20; and the Southwest quarter of the Northwest quarter and
the Northwest quarter of the Southwest quarter in Section 21; ALSO that tract of
land known and described as the Standing Rock School, in School District No. 13,
described as follows: Beginning at a point 6.95 chains West of the quarter
section corner between Sections 20 and 21; thence West 3 chains to a set corner;
thence North 9 degrees 00 minutes West 4.97 chains to a set corner; thence North
89 degrees 15 minutes East 4.73 chains to a set corner; thence South 27 degrees
00 minutes West 5.45 chains to the point of beginning, being in the Southeast
quarter of the Northeast quarter of Section 20. All the previous described land
being in Township 39 North, Range 17 West, Camden County, Missouri. EXCEPTING
that portion of the described land which lies within road right of way.
All of the Northeast quarter of the Southwest quarter lying North of the public
road running from Linn Creek to Osage Iron works; all of the Southeast quarter
lying North of the public road running from Linn Creek to the Osage Iron Works;
all in ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.