PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is by and
between ▇▇▇▇▇▇▇ Bank, N.A., or its affiliate holding title to the Property (as
hereafter defined) ("Seller"), and Certified Diabetic Services, Inc., a Delaware
corporation ("Purchaser"), and is dated as of the date the Escrow Agent (as
hereafter defined) executes this Agreement (the "Effective Date").
1. Sale of Property. Seller agrees to sell and convey to
Purchaser and Purchaser agrees to purchase and acquire from Seller upon the
terms and conditions set forth herein the property located in ▇▇▇▇▇▇▇ County,
Florida consisting of the real property described on Exhibit A attached hereto
and all improvements and personal property owned by Seller and located thereon
as described in Exhibit A-1 (all of the foregoing is sometimes collectively
called the "Property").
2. Appurtenant Rights. Included in the purchase price and the
sale hereunder is all of Seller's right, title and interest (if any) in and to
the following (subject, however, to the "Permitted Encumbrances" as hereinafter
defined):
(a) all of the improvements, if any, located on the
Property;
(b) transferable licenses and permits utilized in
connection with the Property;
(c) all easements, right-of-way, streets and other
appurtenances incidental to the operation of the Property; and
(d) all of the Occupancy Leases (as hereinafter defined).
3. Purchase Price and Deposit.
(a) The purchase price (the "Purchase Price") is Two
Million Eight Hundred Thousand and 00/100 Dollars ($2,800,000), which is
allocated as $2,600,000 for the real property and $200,000.00 for the personal
property, and subject to the specified adjustments and prorations hereinafter
provided. The Purchase Price shall be paid as follows:
Payment Due Date Amount
------- -------- ------
(i) First Deposit to be held Due upon the Effective $ 50,000
in Escrow by ▇▇▇▇▇▇▇ Date
▇▇▇▇▇ & ▇▇▇▇▇▇, P.A.
(Escrow Agent)
(ii) Second Deposit to be Due on or before $ 50,000
held in Escrow by Termination Date (as
Escrow Agent defined in
Section 15.(a))
(iii) Cash to Close (adjusted Closing $2,700,000
for closing
prorations)
TOTAL PURCHASE PRICE $2,800,000
(b) The timely delivery to Escrow Agent of the First
Deposit and, to the extent applicable, the Second Deposit (collectively, the
"Deposit") is a condition precedent to the performance of Seller's obligations
hereunder. The balance of the cash to close shall be paid to Seller by Federal
wire transfer to such bank account as shall be directed by Seller or by such
other manner of payment as shall be directed by Seller.
(c) PURCHASER'S OBLIGATIONS HEREUNDER ARE CONTINGENT UPON
PURCHASER OBTAINING A COMMITMENT FOR MORTGAGE FINANCING ON BEFORE THE
TERMINATION DATE (AS HEREINAFTER DEFINED). NOTWITHSTANDING THE FOREGOING, SELLER
HAS PROVIDED NO ASSURANCES TO PURCHASER THAT SELLER OR ANY AFFILIATE THEREOF
WILL PROVIDE ANY FINANCING TO PURCHASER AND PURCHASER'S OBLIGATIONS HEREUNDER
ARE NOT CONTINGENT UPON SELLER OR ANY AFFILIATE THEREOF PROVIDING ANY FINANCING
TO PURCHASER.
4. Title Evidence.
(a) Within 15 days from the Effective Date, Seller shall
deliver to Purchaser or Purchaser's attorneys, a title insurance commitment (the
"Commitment") for an owner's marketability policy of title insurance in the
amount of the Purchase Price, insuring Purchaser's title to the real property
included in this sale (the "Real Property") subject only to the following (the
"Permitted Encumbrances"):
(i) zoning, restrictions, prohibitions, regulations,
ordinances and other requirements of any applicable
governmental authority;
(ii) the lien of taxes and assessments for the calendar
year of the Closing and all subsequent years;
(iii) public utility easements (if any);
(iv) any lien, encumbrance or other matter as to which
the title company shall commit to affirmatively "insure
over" at the minimum risk rate;
(v) the rights of the tenants under the Occupancy
Leases;
-2-
(vi) matters revealed by the Prior Survey, as
hereinafter defined.
(b) Purchaser or its counsel shall notify Seller in writing
("Title Notice") within 10 days after Purchaser's receipt of the Commitment and
copies of all title exceptions if the Commitment discloses any defects in the
title to the Real Property, other than the Permitted Encumbrances, which may
render title unmarketable. Any such defects appearing in the Commitment not
noted by Purchaser in the Title Notice, or any defects noted in a Title Notice
not delivered within the period specified above, shall be deemed to have been
waived by Purchaser. In the event the Commitment discloses any defect which
renders the title to the Real Property other than marketable and insurable
(other than the Permitted Encumbrances), and such defect is noted in a Title
Notice given by Purchaser to Seller within the time period required hereunder,
Seller, at Seller's sole option, shall have 60 days from the date it receives
the Title Notice within which to make Seller's title marketable and insurable.
If after the expiration of such 60-day period, Seller is unable to make Seller's
title marketable and insurable, or if having received the Title Notice, Seller,
in its sole discretion, shall have elected not to cure (or shall have elected to
discontinue any attempted cure of) any such defects appearing, in the Commitment
noted in the Title Notice, then in any such event, Purchaser's remedies shall be
limited solely to either (x) accepting, such title to the Real Property as
Seller shall be willing, and able to convey, without adjustment to or diminution
of the Purchase Price, or (y) terminating, this Agreement and receiving a return
of the Deposit. Any other provision of this Agreement to the contrary
notwithstanding, it shall not be objectionable if the Commitment discloses the
existence of any liens or encumbrances provided the same are discharged,
canceled of record and terminated by Seller at or prior to the Closing.
5. Obligation of Escrow Agent. If there is any dispute as to
whether Escrow Agent is obligated to deliver the Deposit, or any other monies or
documents which it holds or as to whom such Deposit, monies or documents are to
be delivered, Escrow Agent shall not be obligated to make any delivery, but, in
such event, may hold same until receipt by Escrow Agent of an authorization, in
writing, signed by all of the parties having an interest in such dispute
directing the disposition of same, or, in the absence of such authorization,
Escrow Agent may hold such Deposit, monies or documents until the final
determination of the rights of the parties in an appropriate proceeding. If such
written authorization not given or proceeding for such determination is not
begun and diligently continued, Escrow Agent may, but is not required to, bring
an appropriate action or proceeding for leave to deposit such Deposit, monies or
documents in court, pending such determination. Escrow Agent shall not be
responsible for any acts or omissions unless the same constitutes gross
negligence or willful misconduct and upon making delivery of the Deposit, monies
or documents which Escrow Agent holds in accordance with the terms of this
Agreement, Escrow Agent shall have absolutely no further liability hereunder. In
the event Escrow Agent places the Deposit, monies or documents that have
actually been delivered to Escrow Agent in the Registry of the Circuit Court in
and for the County in which the Real Property is located and files an action of
interpleader, naming the parties hereto, Escrow Agent shall be released and
relieved from any and all further obligation and liability hereunder or in
connection herewith. Seller and Purchaser shall and do hereby, jointly and
severally, agree to indemnify and hold Escrow Agent harmless from any and all
damages, losses, liabilities, claims, costs and expenses arising hereunder or in
connection therewith, including but not limited to, all costs and expenses
incurred by Escrow Agent in connection with the filing of such action including,
but not limited to, reasonable attorney and paralegal fees and expenses for
Escrow Agent's attorneys through all trial and appellate levels. IT IS
ACKNOWLEDGED THAT ESCROW AGENT MAY ACT AS THE COUNSEL FOR SELLER. IT IS AGREED
THAT ESCROW AGENT SHALL NOT BE DISABLED OR DISQUALIFIED FROM REPRESENTING SELLER
IN CONNECTION WITH ANY LITIGATION WHICH MIGHT ARISE OUT OF OR IN CONNECTION WITH
THIS AGREEMENT BY VIRTUE OF THE FACT THAT ESCROW AGENT HAS AGREED TO ACT AS
ESCROW AGENT HEREUNDER, AND PURCHASER DOES HEREBY WAIVE ANY CLAIM ARISING OUT OF
OR IN CONNECTION WITH THE FOREGOING.
-3-
Purchaser's federal tax identification number is ▇▇-▇▇▇▇▇▇▇.
The provisions of this Section 5 shall survive the Closing or the termination of
this Agreement.
6. Closing. Unless extended by the terms of Section 4, the
closing of the sale of the Property ("Closing") shall take place at offices of
▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, commencing at 10:00 A.M. via mail-away closing on that certain
date fourteen (14) days after the Termination Date (the "Closing Date"), TIME
BEING OF THE ESSENCE.
7. Prorations and Adjustments.
(a) Municipal improvement liens where the work has been
completed or has physically commenced as of the Effective Date (certified liens)
shall be paid by Seller or a credit shall be provided to Buyer on the closing
statements at Closing; and municipal improvement liens which have been
authorized but where the work has not commenced as of the Effective Date
(pending liens) shall be assumed by Purchaser.
(b) The following items as applicable shall be apportioned
between the Seller and Purchaser as of midnight on the day immediately preceding
the Closing Date.
(i) Real property taxes shall be prorated on the basis
of the current year's taxes, if known, at the highest
allowable discount. If the Closing shall occur before the
amount of current taxes shall have been determined, such
taxes shall be apportioned upon the basis of the taxes for
the most recent calendar year available.
(ii) Fees for licenses and permits which are
transferable to the Purchaser, if any.
(iii) Fees for service and maintenance contracts
assumed by Purchaser, if any.
(iv) All current rent, common area maintenance charges
("CAM Charges"), operating expenses and real estate tax
pass through (the "Operating Expense Charges") and prepaid
rents shall be prorated and adjusted as of Midnight of the
date prior to the Closing Date, provided, however, all
rents, CAM Charges and Operating Expense Charges which are
-4-
delinquent more than fifteen (15) days (the "Delinquent
Rents") as of the Closing Date shall not be prorated.
Purchaser agrees to use its best efforts, for a reasonable
period of time after closing, to collect Delinquent Rents
after the Closing Date and any amounts received by
Purchaser from any party owing Delinquent rents shall first
be applied to all Purchaser's costs of collection incurred,
second, to rents and other charges due for the months in
which such payment is received by Purchaser, third, to
rents and to the charges attributable to any period after
closing, which are past due on the date of receipt, and
then to Delinquent Rents, which amounts, if any, shall be
paid to Seller. Purchaser shall not be obligated to file
suit to collect Delinquent rents, if after good faith
effort to collect, it determines, in its sole discretion,
that said suit will either be unsuccessful or any judgment
obtained therefrom will be uncollectible. Seller shall be
entitled to continue to prosecute any and all legal actions
commenced by Seller prior to the date of closing but not
against any tenant which remain in possession as tenant
after closing. Purchaser and Seller acknowledge that CAM
Charges and Operating Expense Charges are estimated.
Nevertheless, Purchaser and Seller agree not to readjust
the CAM Charges and the Operating Expense Charges for the
year 1997 when the actual charges are determined.
(v) All security and other deposits of existing
tenants, together with all interests accrued thereon, if
any, as of the date of Closing, shall be transferred and
assigned to Purchaser or Purchaser shall receive a credit
at closing, for the amount of said deposits and Purchaser
shall indemnify and hold Seller harmless from any claims
for damages by tenants in regard to said deposits paid to
Purchaser.
(vi) At the option of the parties, the premiums on any
transferable insurance policies relating to the Property.
(vii) Water and garbage collection charges and all
other similar charges.
(viii) Seller shall pay for, or cause to be paid for,
all utilities furnished to the Property through the date
immediately preceding the Closing Date: Purchaser shall
assume payment of such utilities from the Closing Date.
Seller shall withdraw all utility deposits made by it, and
Purchaser shall make its own deposits for utilities.
(c) After Closing, Purchaser will assume full
responsibility for all unapplied security deposits and advance rental deposits
currently held by Seller, if any, and transferred and paid over to Purchaser at
closing.
(d) The provisions of this Section 7 shall survive the
Closing.
-5-
8. Seller's Representations. Seller represents to Purchaser as
follows:
(a) Seller has full right and authority to execute this
Agreement and consummate the transactions contemplated hereby subject to the
terms, provisions and conditions hereof.
(b) To the best of Seller's knowledge, Seller has furnished
to Purchaser true and correct copies of all of the Occupancy Leases regarding
the Property as disclosed in the attached Exhibit B.
----------
9. Closing Procedure and Documents.
(a) At the Closing, simultaneously with the payment of the
Purchaser Price by Purchaser, Seller shall deliver or cause to be delivered to
Purchaser the following:
(i) a special warranty deed (the "Deed") conveying the
fee simple title to the Real Property, subject to the
Permitted Encumbrances and the matters referred to in the
Commitment;
(ii) an assignment, without recourse to or warranty by,
Seller, of any transferable licenses and permits respecting
the Property;
(iii) a FIRPTA affidavit;
(iv) an affidavit in the form required by the Title
Company to delete the standard printed exception relating
to the "gap" and to remove the standard printed exceptions
for mechanics' liens and parties in possession other than
Occupancy Tenants (except to the extent the same constitute
Permitted Encumbrances); and
(v) a quit-claim ▇▇▇▇ of sale conveying all personal
property, if any, owned by Seller and comprising a portion
of the Property, in their "as is" condition;
(vi) an assignment of Seller's interest in all
outstanding Occupancy Leases relating to the Property and
an assumption effective as of the Closing Date by Purchaser
of same;
(vii) an executed written assignment of (1) the
maintenance and service contracts assumed by Purchaser at
Closing, and the assumption by Purchaser of same, which
assumption shall be effective as of the Closing Date; and
(2) any and all transferable warranties, guaranties or
similar contract rights in favor of Seller pertaining in
any manner to the Property; and
(viii) that certain Post Closing occupancy Agreement
(as hereafter defined).
-6-
(b) At the Closing, Escrow Agent shall deliver the Deposit
and Purchaser shall deliver the cash to close, to Seller, in accordance with
Section 3. Purchaser can deliver to Seller such consents and authorization as
Seller may reasonably deem necessary to evidence authority of Purchaser to
purchase the Property and to consummate all other actions required to be taken
by Purchaser under this Agreement.
(c) At the Closing, Seller and Purchaser shall mutually
execute and deliver to each other a closing statement in customary form.
(d) At or prior to the Closing, Purchaser shall deliver to
the Seller a corporate resolution signed by all of the directors of the
Purchaser approving this Agreement and the transaction contemplated herein.
10. Closing Expenses. State documentary stamps required to be
affixed to the Deed and the cost of the title search and the owner's title
policy issued pursuant to the commitment shall be shared equally by Purchaser
and Seller. The cost of recording the Deed, the cost of any state sales or
similar tax attributable to the transfer of the personal property, the cost of
obtaining an updated survey, all of the expenses and fees in connection with any
mortgage financing obtained by Purchaser in connection with the Property,
including, without limitation, any Florida documentary and intangible taxes and
recording fees due with respect to ancillary documents thereto, shall be borne
by Purchaser. Each party hereto shall bear the expense of its legal counsel.
11. Broker. Seller and Purchaser acknowledge that ▇▇▇▇ ▇▇▇▇ of
Coldwell Banker Commercial/▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ of ▇▇▇▇▇▇
▇▇▇▇▇, Inc. (collectively, the "Broker") has been the procuring cause of this
Agreement and the transactions contemplated hereby. As a condition precedent to
the obligations of Seller hereunder, Seller shall execute an agreement with the
Broker in form and content satisfactory to Seller respecting the payment of any
brokerage commissions due to the Broker in the amount of six percent (6%) of the
Purchaser Price, which commission shall be payable as 3% percent* to Coldwell
Banker and 3% percent to ▇▇▇▇▇. If for any reason the transaction contemplated
under this Agreement does not close, the Broker shall not be entitled to any
portion of the Deposit or any fee, commission or compensation and Broker shall
make no claim with respect thereto. Purchaser represents and warrants to Seller
that Purchaser has not dealt with any real estate broker, firm or person other
than the Broker in connection with the transactions contemplated under this
Agreement nor has Purchaser been introduced to the Property or to Seller by any
real estate broker firm or person other than the Broker and Purchaser does
hereby agree to indemnify and save Seller harmless from and against any and all
claims, suits, demands or liabilities of any kind of nature whatsoever
(including, but not limited to, all attorneys' and paralegals' fees and expenses
and all court costs, including any appellate proceedings and appeals) arising
out of or in connection with the claim (whether meritorious or not) of any other
person, firm or corporation for real estate commissions or finder's fees as a
result of having dealt with Purchaser or as a result of having introduced
Purchaser to Seller or to the Property.
* Of the commission paid to Coldwell banker, it shall be based on a purchase
price of $2,716,000 or a total of $81,480.
-7-
12. Survey. If prior to the execution of this Agreement by
Purchaser, Seller has delivered to Purchaser a Survey of the Real Property (a
"Prior Survey"), all matters reflected on such Prior Survey shall constitute a
Permitted encumbrance and shall not serve as the basis of any alleged title
defect. Purchaser, at Purchaser's expense, prior to the "Termination Date" (as
hereinafter defined), may have the real property surveyed and certified by a
registered Florida Surveyor. Purchaser or its counsel shall provide written
notice (the "Survey Notice") to Seller within 10 days after Purchaser's receipt
of any such new survey (the "Survey") if the survey discloses any encroachments
or any other title defects affecting the property (other than Permitted
Encumbrances). All such encroachments or defects so noted in the Survey Notice,
provided they adversely affect the marketability of title to the Property, are
to be regarded for all purposes under this Agreement as title defects and, as
such, are to be treated in the manner provided in Section 4. Any such title
defects shown on the Survey and not noted in the Survey Notice to Seller shall
be deemed to have been waived by Purchaser.
13. Risk of Loss.
(a) If, prior to the Closing, the Property or any portion
thereof shall be taken pursuant to an exercise of the power of eminent domain or
condemnation or shall be damaged by fire, wind or other casualty and the cost of
repairing or restoring same reasonably estimated by Seller exceeds 10% of the
Purchaser Price, Purchaser may elect to terminate this Agreement and receive the
return of the Deposit, or to proceed with the Closing, and receive an assignment
of Seller's right to any condemnation or insurance proceeds. If Purchaser shall
elect to proceed with the Closing, or if the estimated cost of repair or
restoration of any such damage shall be less than 10% of the Purchaser Price in
which event Purchaser shall have no right to terminate this Agreement), there
shall be no abatement of the Purchaser Price and the adjustment of the loss or
award and the repair or restoration of the Property shall proceed at the joint
direction of Seller and Purchaser until the Closing; thereafter adjustment and
restoration shall proceed at the sole direction of Purchaser without obligation
in connection therewith on the part of Seller. At Closing, Seller shall pay to
Purchaser all proceeds of condemnation or insurance then held by Seller and
Seller shall assign to Purchaser Seller's right to receive any unpaid proceeds,
after receipt from Purchaser of any expenses of collection of such proceeds or
of the restoration of the Property.
(b) Notwithstanding anything contained in subsection (a)
above to the contrary, if the portion of the Property taken results in a partial
or total loss of access to the Property, Purchaser may elect to terminate this
Agreement and receive a refund of the Deposit.
14. Property Information. Seller shall make a best effort to
deliver or cause to be delivered to Purchaser within 5 days after the Effective
Date, to the extent Seller shall have same in its possession, all of the
following: (i) photocopies of all permits, certificates of occupancy and
licenses pertaining to the Property; (ii) letters from the applicable utility
companies respecting the availability and capacity of all applicable utility
services; (iii) photocopies of all service and maintenance contracts affecting
the Property; (iv) copies of any and all documents relating to the development
and/or use of the Property; and (v) such other documents regarding the Property
as Seller shall be willing to provide to Purchaser at no expense to Seller (all
of the foregoing is sometimes collectively herein referred to as the "Property
Information"), provided, however, that the delivery of such Property Information
to Purchaser shall not constitute any representation or warranty by Seller
regarding the truth or accuracy of such Property Information except to the
extent that Seller may otherwise specifically represent or warrant in this
Agreement, it being understood and agreed that Seller is providing such Property
Information solely to facilitate and assist Purchaser's inspection as set forth
in Section 15. Seller shall not be responsible in the event it fails to deliver
every document in its possession.
-8-
15. Inspection and Option to Terminate.
(a) Promptly following the execution of this Agreement and
until thirty (30) days from the Effective Date (the "Termination Date"),
Purchaser shall have the right to inspect the Property and the Property
Information. Purchaser and its representatives shall take reasonable precautions
so that its inspection of the Property and Property Information shall cause
minimum disruption to any parties in possession of the Property and Seller's or
tenant's employees located on the Property. Any entry made on the Property by
Purchaser or its representatives shall be upon reasonable notice to Seller and
at reasonable times and at the sole risk of Purchaser; Purchaser hereby
indemnifies and exonerates Seller (in addition to the liquidated damages
provided in Section 18) from all losses, claims, liabilities, actions, demands,
costs and expenses, including reasonable attorney and paralegal fees and
expenses, arising therefrom or connected therewith, including any entry upon the
Property by any agents or contractors of Purchaser or their sub-agents or
sub-contractors. Purchaser shall pay for all work and inspections performed on
or in connection with the Property and shall not permit the creation of any lien
in favor of any contractor, materialman, mechanic, surveyor, architect or
laborer.
(b) If following the execution of this Agreement, but
prior to the Termination Date, Purchaser determines in its sole discretion that
the Property or any of the Property Information is not satisfactory to
Purchaser, Purchaser shall have the right to give written notice to Seller in
the manner specified in Section 29 and elect to terminate this Agreement
provided such notice is postmarked or delivered to Seller on or before the
Termination Date. In the event that such notice is given by Purchaser in
accordance with the foregoing, then in that event, the Deposit shall be promptly
returned to Purchaser, and upon such repayments, this Agreement shall terminate
and Purchaser shall promptly deliver and return to Seller (at no cost or expense
to Seller) all Property information and any plans, correspondence, surveys,
drawings, and other materials obtained by or on behalf of Purchaser with respect
to the Property. TIME SHALL BE DEEMED OF THE ESSENCE FOR THE PURPOSES OF THIS
SECTION WITH RESPECT TO THE EXERCISE OF THE RIGHT TO TERMINATE BY PURCHASER
HEREUNDER. If, for any reason, Purchaser shall not timely exercise its right to
terminate prior to the Termination Date in accordance with the terms and
conditions of this Section 15, Purchaser shall conclusively be deemed to have
approved all aspects of the Property and the Property Information, and have
agreed to purchase the Property in its "as is" condition, "without fault" of
Seller as of the Closing Date, and the right of Purchaser to terminate under
this Section shall be deemed to have been waived by Purchaser for all purposes
hereof.
(c) Escrow Agent acknowledges and agrees that in the event
Purchaser timely exercises its right to terminate this Agreement prior to the
Termination Date, Escrow Agent shall refund the Deposit to Purchaser within five
(5) business days of the date Escrow Agent received the notice of termination.
-9-
(d) Purchaser's obligations under this Section 15 shall
survive the Closing or the termination of this Agreement.
16. Condition of Property. PURCHASER HAS OR WILL INSPECT THE
PROPERTY AND IS FAMILIAR OR WILL BECOME FAMILIAR WITH THE PHYSICAL CONDITION
THEREOF. ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT NOTWITHSTANDING,
SELLER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO
THE PHYSICAL CONDITION, QUALITY OF CONSTRUCTION OF ANY IMPROVEMENTS, TIMELINESS
OF COMPLETION OF ANY IMPROVEMENTS, QUALITY OF MATERIALS TO BE INCORPORATED INTO
ANY IMPROVEMENTS, EXPENSES, OPERATION, MAINTENANCE, PROFIT, RENTS, LOSS OR USE
TO WHICH THE PROPERTY OR ANY PART THEREOF MAY BE PUT, OR ANY OTHER MATTER OR
THING AFFECTING OR PERTAINING TO THE PROPERTY, EXCEPT TO THE EXTENT SPECIFICALLY
PROVIDED OTHERWISE IN THIS AGREEMENT, AND THE PURCHASER HEREIN EXPRESSLY
ACKNOWLEDGES AND AGREES AT CLOSING TO TAKE THE SAME "AS IS" AS OF THE CLOSING
DATE. IT IS UNDERSTOOD AND AGREED THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETO
HAD BETWEEN THE PARTIES ARE MERGED INTO THIS AGREEMENT AND THAT THE SAME IS
ENTERED INTO AFTER FULL INVESTIGATION, NEITHER PARTY RELYING UPON ANY STATEMENTS
OR REPRESENTATIONS NOT EMBODIED IN THIS AGREEMENT, MADE BY THE OTHER. SELLER
SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN AGREEMENTS
OR STATEMENTS, REPRESENTATIONS, "SETUPS," FINANCIAL STATEMENTS, OR INFORMATION
PERTAINING TO THE OPERATION, LAYOUT, EXPENSES, CONDITION, INCOME PROFITS, OR
LOSS FURNISHED BY ANY AGENT, EMPLOYEE, REAL ESTATE BROKER, SALESMAN OR SERVANT
OF THE SELLER OR ANY OTHER PERSON OR ENTITY (INCLUDING THE SELLER), UNLESS THE
SAME ARE SPECIFICALLY SET FORTH HEREIN. FURTHER, SELLER IS NOT LIABLE OR BOUND
IN ANY MANNER FOR ANY INFORMATION WHICH THE SELLER MAY HERETOFORE HAVE SUPPLIED
TO PURCHASER WITH RESPECT TO T HE PROPERTY. PURCHASER HAVING THE RIGHT TO
CONDUCT ITS OWN INVESTIGATION UPON ALL SUCH MATTERS PURSUANT TO THE PROVISIONS
OF SECTION 15, AND PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES THAT IT HAS NOT
RELIED UPON ANY PRO FORMA STATEMENTS, FINANCIAL STATEMENTS OR FINANCIAL
INFORMATION OR OTHER STATEMENTS OR REPRESENTATIONS WITH RESPECT TO THE PROPERTY
HERETOFORE SUPPLIED BY SELLER TO PURCHASER. ANY SUCH PRO FORMA STATEMENTS,
FINANCIAL INFORMATION OR OTHER COMMUNICATIONS BETWEEN THE SELLER AND PURCHASER
WITH RESPECT TO THE PROPERTY WHICH IS THE SUBJECT MATTER HEREOF HAVE BEEN
RECEIVED BY PURCHASER SOLELY FOR ITS OWN CONVENIENCE AND PURCHASER ACKNOWLEDGES
THAT IT HAS NOT AND WILL NOT RELY THEREON. PURCHASER ACKNOWLEDGES THAT SELLER
HAS AFFORDED OR WILL AFFORD PURCHASER THE OPPORTUNITY FOR A FULL AND COMPLETE
INVESTIGATION, EXAMINATION AND INSPECTION OF THE PROPERTY AND ALL MATTERS AND
-10-
ITEMS RELATING THERETO OR CONNECTED THEREWITH. THERE ARE NO EXPRESS OR IMPLIED
WARRANTIES GIVEN TO PURCHASER IN CONNECTION WITH THE PROPERTY OR IN CONNECTION
WITH THE CONDITION OR QUALITY OF THE CONSTRUCTION OF ANY IMPROVEMENTS COMPRISING
THE PROPERTY EXCEPT AS HEREIN SPECIFICALLY SET FORTH. SELLER DOES HEREBY
DISCLAIM ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS THAT MAY BE DUE
FROM SELLER TO PURCHASER, WHETHER IN REGARD TO THE IMPROVEMENTS, BUILDINGS, OR
PERSONAL PROPERTY CONTAINED THEREIN AND INCLUDED IN THIS SALE. PURCHASER
EXPRESSLY RELEASE AND RELIEVES SELLER FROM ANY LIABILITY, WARRANTY, OR
OBLIGATION RELATING TO THE CONDITION OF THE PROPERTY, SPECIFICALLY INCLUDING:
LATENT AND PATENT CONDITIONS; THE PRESENCE OR RELEASE OF HAZARDOUS OR TOXIC
WASTES, SUBSTANCE AND MATERIALS ON OR FROM THE PROPERTY OR ANY ADJOINING
PROPERTY; ZONING REQUIREMENTS; SUBSOIL CONDITIONS; STORM WATER DRAINAGE
CONDITIONS; THE EXISTENCE OR CONDITION OF UTILITIES, IF ANY, AT THE PROPERTY;
AND ANY AND ALL OTHER MATTERS RELATING TO THE PHYSICAL CONDITION OF THIS
PROPERTY. THE PROVISIONS OF THIS SECTION 16 SHALL SURVIVE THE CLOSING.
17. Prohibition of Recording. If any attempt to record this
Agreement or any memorandum thereof or any reference hereto in the public
records is made by Purchaser or any agent or representative of Purchaser, Seller
shall have the right to terminate this Agreement, in which event, Escrow Agent
shall deliver the Deposit to Seller and the parties shall be relieved of any
further liability or obligation hereunder (except as otherwise specifically
provided herein).
18. Default.
(a) If Purchaser shall default in the payment of the
Purchaser Price (including, but not limited to, any portion of the Deposit) or
otherwise default in the performance of any of the terms, covenants, and
conditions under this Agreement on the part of the Purchaser to be performed,
Seller may retain and be entitled to receive as full and agreed upon liquidated
damages, consideration for the execution of this Agreement and in full
settlement of Seller's claims against Purchaser, the Deposit, whereupon
Purchaser and Seller shall be relieved, each as to the other, of all obligations
hereunder, or Seller, at Seller's option, may proceed in equity to enforce
Seller's rights under this Agreement. Any indemnification provisions or
covenants on the part of Purchaser under this Agreement shall continue in full
force and effect and shall not be affected or limited by Seller's election to
enforce the liquidated damages provisions of this subsection.
(b) In the event of a wrongful failure or refusal by
Seller to perform its obligations under this Agreement, Purchaser's sole
remedies (Purchaser hereby waiving all other remedies) shall be (i) an action to
specifically enforce the terms of this Agreement, or (ii) the termination of
this Agreement by notifying Seller of such election in writing, whereupon
Purchaser shall be entitled to a refund of the Deposit then being held by Escrow
Agent and the parties relieved of all further liability each to the other
hereunder.
-11-
19. Survival. All covenants, terms, provisions,
representations and warranties set forth in this Agreement, except as
specifically provided otherwise herein, shall at the Closing, be merged into the
Deed.
20. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which shall constitute one and the same agreement.
21. TIME OF ESSENCE. TIME SHALL BE DEEMED OF THE ESSENCE ON
THE PART OF PURCHASER IN PERFORMING ALL OF THE TERMS AND CONDITIONS ON THE PART
OF PURCHASER TO BE PERFORMED HEREUNDER.
22. Modification Must Be In Writing. No modification or
termination of this Agreement shall be valid unless executed in writing and
signed by the applicable duly authorized representatives of Seller and
Purchaser.
23. No Waiver. No waiver of any provision of this Agreement
shall be effective unless it is in writing and signed by the party against whom
it is asserted, and any such written waiver shall only be applicable to the
specific instance to which it relates and shall not be deemed to be a continuing
or future waiver.
24. Captions and Section Headings. Captions and Section
Headings contained in this Agreement are for convenience and reference only and
in no way define, describe, extend, or limit the scope or intent of this
Agreement, nor the intent of any provision thereof.
25. Acceptance of the Deed. The acceptance of the Deed by
Purchaser shall be deemed to be the full performance and discharge of every
agreement, obligation, and covenant, guaranty, representation or warranty on the
part of Seller to be performed. Pursuant to the provisions of this Agreement in
respect of the Property, except for those Sections or sub-sections specifically
stated to survive the Closing.
26. Assignability; Binding Effect. Neither this Agreement, nor
any of the rights or privileges conferred upon Purchaser hereunder, may be
assigned by Purchaser without the prior written consent of Seller, which consent
may be withheld by Seller in Seller's sole and absolute discretion. Subject to
the foregoing limitation as to assignability, this Agreement shall inure to the
benefit of and shall be binding upon the parties thereto and their respective
heirs, personal representatives, successors and assigns.
27. Attorneys' Fees. In the event of any litigation arising
out of or connected in any manner with this Agreement, the non-prevailing party
shall pay the costs of the prevailing party, including its reasonable attorney
and paralegal fees and expenses incurred in connection therewith through and
including the costs of any appeals and appellate costs relating thereto. This
Section 27 shall survive the Closing or the termination of this Agreement.
28. Summary Proceedings. The right and privilege Seller to
institute summary proceedings against any Occupancy Tenant on account of default
prior to Closing Date, and it is agreed that no representations have been made
and no responsibilities assumed by Seller with respect to the continued
occupancy of any of the Property by any Occupancy Tenant.
-12-
29. Notices. All notices, offers, acceptances, rejections,
consents, requests and other communications hereunder shall be in writing and
shall all be deemed to have been given (i) when delivered in person, or (ii)
when sent by telecopier (with receipt confirmed), or (iii) when sent by first
class mail or registered mail, postage prepaid, return receipt requested, or
(iv) on receipt after being sent by express mail or a responsible delivery
service guaranteeing overnight delivery provided that in the case of notice
given by the methods described in (i) or (ii) above, a copy is immediately
mailed by first class, registered or certified mail, postage prepaid, return
receipt requested, in each case addressed as follows:
If to Seller: ▇▇▇▇▇▇▇ Bank, N.A.
c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc., Special Assets
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Transactions Officer
Real Estate Transactions Group
▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire
▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, P.A.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to Purchaser: Certified Diabetic Services, Inc.
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇▇ ▇&▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Esquire
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to Escrow Agent: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esquire
▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, P.A.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
-13-
30. Waiver of Strict Construction Against Drafting Party.
Should any provision of this Agreement be subject to judicial interpretation, it
is agreed that the court interpreting or considering such provision not apply
the presumption or rule of construction that the terms of this Agreement be more
strictly construed against the party which itself or through its counsel or
other agent prepared the same, as all parties thereto have participated in the
preparation of the final form of this Agreement through review by their
respective counsel and the negotiation or changes in language in any provision
deemed unsuitable or inadequate as initially written, and, therefore, the
application of such presumption or rule of construction would be inappropriate
and contrary to the intent of the parties.
31. Exhibits. All of the exhibits attached hereto are
incorporated herein by reference and form part of this Agreement for all
purposes. For convenient reference, the following list briefly describes the
exhibits to this Agreement:
Exhibit A - Legal description of the property;
---------
Exhibit A-1 - Inventory of personal property;
-----------
Exhibit B - Tenant list.
---------
32. Interpretations. In case any one or more or the provisions
of this Agreement shall be invalid, illegal or unenforceable in any respect, the
validity of the remaining provisions shall be in no way affected, prejudiced or
disturbed thereby. The use of any gender shall include all other genders. The
singular shall include the plural and vice versa. Use of the words "herein,"
"hereof," "hereunder" and any other words of similar import refer to this
Agreement as a whole and not to any particular article, section or sub-section
of this Agreement unless specifically noted otherwise in this Agreement.
33. Governing Law and Jurisdiction. This Agreement shall be
deemed to be governed by, construed and enforced in accordance with the laws of
the State of Florida.
34. Third Parties. This Agreement shall not be deemed to
confer in favor of any third parties any rights whatsoever as third-party
beneficiaries, the parties hereto intending by the provisions hereof to confer
no such benefits or status.
35. Effect of Termination of Agreement. If for any reason
whatsoever the transactions contemplated under this Agreement are not closed or
this Agreement is terminated in accordance with the terms hereof, Purchaser
shall promptly return or turn over to Seller (at no cost or expense to Seller)
all Property Information and any plans, correspondence, surveys, drawings and
other materials obtained by or on behalf of Purchaser with respect to the
Property or any portion thereof.
36. Calculation of Time Periods. Whenever this Agreement calls
for or contemplated a period of time for the performance of any term, provision
or condition of this Agreement, all of the days in such period of time shall be
calculated consecutively without regard to whether any of the days falling in
such period of time shall be a Saturday, Sunday or other non-business day
provided, however, if the last day of any such time period shall happen to fall
on a Saturday, Sunday or other non-business day, the last day shall be extended
to the next succeeding business day immediately thereafter occurring.
-14-
37. Contract Not An Offer; Time For. This Agreement shall not
be binding upon Seller nor shall Seller have any obligation to Purchaser unless
and until such time as Seller shall have executed a copy of this Agreement and
thereafter unconditionally delivered it to Purchaser. If this Agreement is not
fully executed by Seller, Purchaser and Escrow Agent and an executed copy
hereof, (together with the First Deposit) is not delivered to Seller on or
before June 30, 1997, by 5:00 P.M., this Agreement shall be null, and neither
party shall have any obligation hereunder. SELLER RESERVES ITS RIGHTS TO
NEGOTIATE AND ACCEPT COMPETING OFFERS UNTIL THIS CONTRACT HAS BEEN EXECUTED BY
BOTH SELLER AND PURCHASER, AND THE DEPOSIT HAS BEEN RECEIVED BY THE ESCROW AGENT
AND CASHED.
38. Radon Gas Notification. In accordance with the
requirements of Section 404.056(8), Florida Statutes the following notice is
hereby given:
RADON GAS: Radon is a naturally occurring radioactive gas
that, when it is accumulated in a building in sufficient
quantities, may 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 testing may
be obtained from the local County Public Health Center.
39. Seller's Post-Closing Occupancy. Prior to the Termination
Date, Purchaser and Seller shall negotiate the terms of Seller's continued
occupancy of the Property for a time certain and for certain location within the
Property, and any consideration to be paid in connection therewith. The specific
terms shall be determined by the parties prior to the Termination Date, and the
parties shall execute a written agreement at Closing evidencing said agreement
(the "Post Closing Occupancy Agreement"). The Post Closing Occupancy Agreement
shall permit the Seller to remove any personal property located on the Property
which is not included on Exhibit A-1. The parties agree to negotiate the terms
of the Post Closing Occupancy Agreement in good faith.
-15-
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement effective as of the Effective date.
WITNESS: PURCHASER:
CERTIFIED DIABETIC SERVICES, INC.
/s/ illegible ▇▇▇▇▇▇▇
---------------------
Name:
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------
/s/ ▇▇▇▇▇ Navans Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------- Title: Treasurer
Name:
SELLER:
▇▇▇▇▇▇▇ BANK, N.A.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc., as
attorney-in-fact for ▇▇▇▇▇▇▇
Bank, N.A., pursuant to Power
of Attorney dated March 1,
1992
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
______________________________ --------------------
Name: Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Authorized Designee
______________________________
Name:
First Deposit received by ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, P.A. which
the Escrow Agent agrees to retain in accordance with the terms and conditions of
the within Agreement.
Escrow Agent:
By: ____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Date:____________________________
(the "Effective Date")
All changes must be initialed by Purchaser by July 3, 1997, or
this Contract shall be void.
-16-
JOINDER
The undersigned brokers hereby join in execution of this
Agreement for the purpose of confirming the terms and conditions set forth in
Section 11 of this Agreement. If a claim for brokerage in connection with this
transaction is made by any broker, salesman or finder claiming to have dealt
through or on behalf of the undersigned, then the undersigned shall indemnify,
defend and hold Seller and Purchaser and their officers, directors, agents and
representatives harmless from all liabilities, damages, claims, costs, fees and
expenses whatsoever (including reasonable attorney's fees and court costs) with
respect to said claim for brokerage.
Coldwell Banker Commercial/
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
By:/s/ illegible By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------- --------------------
Name: illegible Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------
Date: 6/27/97
-------
-17-
EXHIBIT A
---------
Legal Description
(To be verified with Title Commitment and Survey, if any)
▇▇▇▇ ▇▇ ▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, recorded in Plat
Book 10, page 114, of the public records of ▇▇▇▇▇▇▇ County, Florida.
-18-
Exhibit A-1
FILES-STORAGE-SHELVING
ITEM #: QUANTITY: MANUFACTURER DESCRIPTION:
------- --------- ------------ ------------
1 2 EA. METAL STORAGE CABINETS: 36W X 18D X 72H
2 1 EA MOBILE FILE CABINET 14"X 16"
3 2 EA 5-DRAWER LETTER VERTICLE FILE - NO LOCK
4 2 EA 2-DRAWER VERTICLE FILE - NO LOCK
5 2 EA 3 DRAWER LATERAL FILE W/LOCK
6 4 EA 4-DRAWER LEGAL VERTICLE FILE W/LOCK
7 4 EA 4-DRAWER LETTER VERTICLE FILE NO LOCK
8 4 EA 4-DRAWER LETTER VERTICLE FILE ▇/▇▇▇▇
▇ ▇ ▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇ FILE W/LOCK
10 1 EA 3 DRAWER LATERAL FILE W/LOCK
2 DRAWER LATERAL FILE W/SLIM LINE
11 1 EA STORAGE ▇▇▇▇▇▇
▇▇ ▇ ▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ FILE 36"
13 1 EA 2-DRAWER VERTICLE FILE - BLACK
14 1 EA 2-DRAWER LATERAL FILE WOOD GRAIN FINISH
15 1 EA 5-DRAWER LATERAL FILE - ▇▇▇▇▇
16 15 EA 5-DRAWER LATERAL FILE- BUFF
17 5 EA 5 DRAWER LATERAL FILE -CREAM
18 1 EA 2-SHELF WOOD BOOKCASE
18 1 EA 3-SHELF WOOD BOOKCASE
19 1 EA LAMINATE DOOR STORAGE UNIT 103" W X 24"
DEEP
20 1 ▇▇ ▇▇▇▇ BOOKSHELF 32W X 20 X 29 (LOBBY)
MISC:
1 1 WOOD FINISH PRESENTATION BOARD 48 X 48
2 1 TACK/MARKER BOARD 42H X 46W
DESK/CREDENZA/TABLES
ITEM #: QUANTITY: MANUFACTURER: DESCRIPTION:
------- --------- ------------- ------------
1 1 DESK 30 X 60
2 1 STEELCASE DESK 30 X 66
3 1 CREDENZA W/HUTCH 72 X 24
4 1 2-DRAWER LATERAL FILE 36" WOOD
5 1 ▇▇▇▇▇▇▇ 38" 2 DR. LATERAL FILE
5 1 36" 2 DR. LATERAL FILE/LAMINATE
6 1 BOOKCASE - 4 SHELF WOOD 36 X 14 X 48H
7 1 ▇▇▇▇▇▇▇ DESK W/LEFT RETURN 30 X 66; 20 X 40
7 1 ▇▇▇▇▇▇▇ CREDENZA W/KNEE SPACE 20 X 60
8 1 ▇▇▇▇▇▇▇ DESK 72 X 36
8 1 ▇▇▇▇▇▇▇ CREDENZA 66 X 20
8 1 ▇▇▇▇▇▇▇ BOOKCASE 30 X 14 X 50
9 1 DESK 30 X 66
10 1 ▇▇▇▇▇▇▇ DESK 36 X 72
11 1 DESK W/RIGHT RETURN 36 X 66; 20 X 42
12 1 ▇▇▇▇▇▇▇ CREDENZA 20 x 66
13 2 JOFFCO DOOR UNIT/BOOKCASE 30 X 19
14 1 JOFFCO CREDENZA
15 1 JOFFCO DESK 72 X 36
16 1 BOOKCASE 36 X 12
17 1 ▇▇▇▇▇▇▇ LATERAL FILE: WOOD 2 DRAWER
18 1 CREDENZA 20 X 72
19 1 ▇▇▇▇▇▇▇ DESK W/LEFT RETURN 30 X 66; 20 X 40
20 1 ▇▇▇▇▇▇▇ DESK W/RIGHT RETURN 36 X 66; 20 X 42
20 2 ▇▇▇▇▇▇▇ 32" LATERAL FILE: WOOD 2 ▇▇▇▇▇▇
▇▇ ▇ ▇▇▇▇ ▇▇ X 66
21 1 CREDENZA 60 X 20
22 1 CREDENZA 60 X 20
23 4 LAMINATE TABLE W/WOOD EDGE 60 X 30
24 1 ▇▇▇▇▇▇ ▇▇▇▇▇▇ WORK TABLE 72 X 30
25 1 36" ROUND PEDESTAL LEG TABLE
26 1 26 X 26 TABLE
27 3 96 X 32 TABLE
28 1 ▇▇▇▇▇ END TABLE
29 1 ▇▇▇▇▇ END TABLE 32 X 32
30 2 ▇▇▇▇▇▇▇ END TABLE 26 X 20 (LOBBY)
31 1 SEMI-CIRCLE LAMINATE DESK (LOBBY)
CHAIRS
ITEM #: QUANTITY: MANUFACTURER: DESCRIPTION:
------- --------- ------------- ------------
1 20 NATIONAL WOOD ARM CHAIR
2 1 STEELCASE EXECUTIVE CHAIR
3 1 NATIONAL WOOD SLED BASE ARM CHAIR
4 1 JASPER EXECUTIVE CHAIR
5 1 WOOD BASE STENO W/ARMS
6 1 HIGH BACK EXECUTIVE CHAIR
7 1 HIGH BACK EXECUTIVE CHAIR
8 2 LIFELINE ARM CHAIR
9 1 STEELCASE METAL SLED BASE CHAIR
10 1 ▇▇▇▇▇▇▇ UPHOLSTERED ARM/STENO
11 7 HAWORTH DARK PINK STENO W/ARMS
12 6 ▇▇▇▇▇▇▇ BLUE STENO W/ARMS
13 1 ▇▇▇▇▇▇▇ DARK PINK STENO W/ARMS - HIGH BACK
14 2 ▇▇▇▇▇▇ ▇▇▇▇▇▇ SLED BASE ARM CHAIR - TEAL
15 2 ▇▇▇▇▇▇ ▇▇▇▇ ARM CHAIR
16 1 ▇▇▇▇▇▇▇ ▇▇▇▇ ARM CHAIR- ROSE
17 3 ▇▇▇▇▇▇▇ ▇▇▇▇ ARM CHAIR-BURGANDY
18 2 ▇▇▇▇▇▇▇ ▇▇▇▇ ARM CHAIR - BLUE
19 3 ▇▇▇▇▇▇▇ LIGHT PINK STENO W/ARMS
20 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ BURGANDY ARMLESS STENO
21 4 ▇▇▇▇▇▇ ▇▇▇▇▇▇ TEAL STENO W/ARMS
22 12 ▇▇▇▇▇▇ ▇▇▇▇▇▇ RED ARMLESS STENO
23 2 JASPER TRADITIONAL ARM CHAIR
24 3 ▇▇▇▇▇▇▇▇ WOOD ARM CHAIR/BEIGE FABRIC
24 1 STEELCASE BURNT ORANGE MID-BACK STENO W/ARMS
25 2 WOOD ARM CHAIR
26 1 JASPER MID-BACK TRAD. EXECUTIVE CHAIR
27 3 UPHOLSTERED GREE ARM CHAIRS (LOBBY)
28 4 SOFA WEDGE PIECES (LOBBY)
HAWORTH SYSTEMS FURNITURE
QUANTITY: DESCRIPTION:
--------- ------------
3 EA. PANEL 60 W X 67 H
13 EA. PANEL 48 W X 67 H
31 EA. PANEL 36 W X 67 H
9 EA. PANEL 30 W X 67 H
11 EA. PANEL 24 W X 67 H
2 EA. PANEL ▇▇ ▇ ▇ ▇▇ ▇
▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇ BRACKET 67"H
1 EA. END PANEL-RIGHT 28" H X 23"D
1 EA. END PANEL- LEFT 28" H X 23"D
1 EA. WORKSURFACE 72"W X 30"D
11 EA. WORKSURFACE 72"W X 24"D
3 EA. WORKSURFACE 60" X 30"D
10 EA. WORKSURFACE 48"W X 30"D
3 EA. WORKSURFACE 48"W X 24"D
2 EA. WORKSURFACE 36"W X 24"D
6 EA. PENCIL/BOX/FILE PEDESTAL (ATTACHED)
7 EA. FILE/FILE PEDESTAL (ATTACHED)
3 EA. PENCIL/BOX PEDESTAL (ATTACHED)
1 EA. PENCIL/FILE PEDESTAL (ATTACHED)
3 EA. MOBILE BOX/FILE PEDESTAL
1 EA. OVERHEAD STORAGE BIN W/FLIPPER DOOR AND TASK LIGHT 60"W
1 EA. OVERHEAD STORAGE BIN W/FLIPPER DOOR AND TASK LIGHT 48"W
21 EA. OVERHEAD STORAGE BIN W/FLIPPER DOOR AND TASK LIGHT 36"W
1 EA. TACK BOARD - BLUE 42" W X 15"H
1 EA. TACK BOARD - 48"W X 15"H
2 EA. TACK BOARD 60" W X 15"H
13 EA. TACK BOARD 36" X 15"H
6 EA. KEYBOARD DRAWER 32"W
2 EA POWER POLES
STEELCASE SYSTEMS FURNITURE
QUANTITY: DESCRIPTION:
--------- ------------
5 EA. PANEL 60 W X 65 H - BEIGE
11 EA. PANEL 48 W X 65 H - BEIGE
53 EA. PANEL 36 W X 65 H - BEIGE
40 EA. PANEL 24 W X 67 H - BEIGE
1 EA. PANEL 24 W X 34 H - BEIGE
3 EA. PANEL 30 W X 65 H - ▇▇▇▇▇
7 EA. PANEL 24 W X 65 H - ▇▇▇▇▇
3 EA. PANEL 48 W X 34 H - ▇▇▇▇▇
6 EA. PANEL ▇▇ ▇ ▇ ▇▇ ▇ - ▇▇▇▇▇
▇▇ ▇▇ ▇▇▇ BRACKET - RIGHT
42 EA. END BRACKET - LEFT
6 EA. END LEG - RIGHT
6 EA. END LEG - LEFT
5 EA. END PANEL-RIGHT 28" H X 23"D
6 EA. END PANEL- LEFT 26" H X 23"D
19 EA. WORKSURFACE 72"W X 24"D
7 EA. WORKSURFACE 60" X 24"D
4 EA. WORKSURFACE 48" W X 24"D
17 EA. WORKSURFACE 36"W X 24"D
27 EA. PENCIL/BOX/FILE PEDESTAL (ATTACHED)
4 EA. MOBILE BOX/FILE PEDESTAL 22"DEEP
1 EA. MOBILE BOX/FILE PEDESTAL 30"DEEP
4 EA. 36" LATERAL FILE HANGING
1 EA. OVERHEAD STORAGE BIN W/FLIPPER DOOR AND TASK LIGHT 72"W
4 EA. OVERHEAD STORAGE BIN W/FLIPPER DOOR AND TASK LIGHT 60"W
9 EA. OVERHEAD STORAGE BIN W/FLIPPER DOOR AND TASK LIGHT 48"W
8 EA. OVERHEAD STORAGE BIN W/FLIPPER DOOR AND TASK LIGHT 36"W
6 EA. KEYBOARD DRAWER
7 EA. POWER POLES
2 EA. WORK TABLE 90" W X 30" D
1 EA. WORK TABLE 30" W X 30" D
EXHIBIT B
---------
Occupancy Tenants
-----------------
1. Lease Agreement dated 1992, with ▇▇▇▇▇ Systems Group
as tenant, as amended from time to time.
-19-
AMENDMENT TO PURCHASE AND SALE AGREEMENT
----------------------------------------
This Amendment to Purchase and Sale Agreement (the
"Amendment") is made effective the 31st day of July, 1997 between ▇▇▇▇▇▇▇ BANK,
N.A., as Seller, and CERTIFIED DIABETIC SUPPLIES, INC., as Purchaser.
Whereas, Seller and Purchaser signed that certain Purchase and
Sale Agreement with an Effective Date on or about July 2, 1997 (the "Contract")
for the Purchaser's purchase of certain real property and improvements located
in ▇▇▇▇▇▇▇ County, Florida (the "Property").
Whereas, the parties desire to set forth certain additional
understandings regarding the transactions contemplated in the Contract, as more
fully set forth herein.
NOW, THEREFORE, in consideration of Ten Dollars and other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged by the parties, the Seller and Purchaser agree as follows:
1. Recitals. The recitals set forth above are true and correct
and are incorporated herein by this reference.
2. Termination Date and Closing Date. Paragraph 15 of the
Contract is amended so that the Termination Date is extended to be on or before
5:00 p.m., EDT, August 8, 1997 for the sole purpose of Purchaser obtaining a
commitment for financing for the subject transaction. Notwithstanding the
foregoing, it is understood and agreed that the Closing Date shall remain August
15, 1997.
3. Governing Law and Jurisdiction. This Amendment shall be
deemed to be governed by, construed and enforced in accordance with the laws of
the State of Florida.
4. Facsimile and Counterpart Signatures. This Amendment may be
executed in counterpart and facsimile signatures, the counterparts and
facsimiles of which, when taken together, shall constitute an entire and
original Amendment.
5. Effect of Amendment. This Amendment shall control over all
provisions of the Contract. To the extent that provisions of the Contract are
not amended by this Amendment, then such provisions shall remain in full force
and effect.
-20-
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.
PURCHASER:
CERTIFIED DIABETIC SUPPLIES, INC.
/s/ ILLEGIBLE By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------- ---------------------------
Witness Name: ▇▇▇▇▇ ▇▇▇▇▇
-------------------------
Title: V. Pres.
------------------------
/s/ ILLEGIBLE
-------------------------
Witness
SELLER:
▇▇▇▇▇▇▇ BANK, N.A.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------------------- ---------------------------
Witness ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Authorized Designee
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ COOTE
---------------------------
Witness ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
-21-
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
-----------------------------------------------
This Second Amendment to Purchase and Sale Agreement (the
"Amendment") is made effective the 15th day of August, 1997 between ▇▇▇▇▇▇▇
BANK, N.A., as Seller, and CERTIFIED DIABETIC SUPPLIES, INC., as Purchaser.
Whereas, Seller and Purchaser signed that certain Purchase and
Sale Agreement with an Effective Date on or about July 2, 1997, and that certain
Amendment to Purchase and Sale Agreement dated on or about July 31, 1997
(collectively, the "Contract") for the Purchaser's purchase of certain real
property and improvements located in ▇▇▇▇▇▇▇ County, Florida (the "Property").
Whereas, the parties desire to set forth certain additional
understandings regarding the transactions contemplated in the Contract, as more
fully set forth herein.
NOW, THEREFORE, in consideration of Ten Dollars and other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged by the parties, the Seller and Purchaser agree as follows:
6. Recitals. The recitals set forth above are true and correct
and are incorporated herein by this reference.
7. Termination Date and Closing Date. Paragraph 15 of the
Contract is amended so that the Termination Date is extended to be on or before
5:00 p.m., EDT, August 22, 1997 for the sole purpose of Purchaser obtaining a
commitment for financing for the subject transaction. Paragraph 6 of the
Contract is amended so that the Closing Date is extended to be on or before
10:00 a.m., EDT, August 29, 1997.
8. Governing Law and Jurisdiction. This Amendment shall be
deemed to be governed by, construed and enforced in accordance with the laws of
the State of Florida.
9. Facsimile and Counterpart Signatures. This Amendment may be
executed in counterpart and facsimile signatures, the counterparts and
facsimiles of which, when taken together, shall constitute an entire and
original Amendment.
10. Effect of Amendment. This Amendment shall control over all
provisions of the Contract. To the extent that provisions of the Contract are
not amended by this Amendment, then such provisions shall remain in full force
and effect.
-22-
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.
PURCHASER:
CERTIFIED DIABETIC SUPPLIES, INC.
/s/ ILLEGIBLE By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------- -----------------------------
Witness Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------
Title: CFO
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ --------------------------
-----------------------
Witness
SELLER:
▇▇▇▇▇▇▇ BANK, N.A.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------- ------------------------------
Witness Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Authorized Designee
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------
Witness
-23-
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
----------------------------------------------
This Third Amendment to Purchase and Sale Agreement (the
"Amendment") is made effective the 18th day of August, 1997 between ▇▇▇▇▇▇▇
BANK, N.A., as Seller, and CERTIFIED DIABETIC SUPPLIES, INC., as Purchaser.
Whereas, Seller and Purchaser signed that certain Purchase and
Sale Agreement with an Effective Date on or about July 2, 1997, and that certain
Amendment to Purchase and Sale Agreement dated on or about July 31, 1997, and
that certain Second Amendment to Purchase and Sale Agreement dated on or about
August 15, 1997 (collectively, the "Contract") for the Purchaser's purchase of
certain real property and improvements located in ▇▇▇▇▇▇▇ County, Florida (the
"Property").
Whereas, the parties desire to set forth certain additional
understandings regarding the transactions contemplated in the Contract, as more
fully set forth herein.
NOW, THEREFORE, in consideration of Ten Dollars and other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged by the parties, the Seller and Purchaser agrees as follows:
11. Recitals. The recitals set forth above are true and
correct and are incorporated herein by this reference.
12. Termination Date. Paragraph 15 of the Contract is amended
so that the Termination Date is extended to be on or before 5:00 p.m., EDT,
August 25, 1997 for the sole purpose of Purchaser obtaining a commitment for
financing for the subject transaction. The Purchaser otherwise accepts all other
aspects of the Property, including (but not limited to) its physical condition,
status of title as reflected in the Title Commitment delivered to Purchaser, and
any matters that would be disclosed by a current survey.
13. Closing Date. Paragraph 6 of the Contract is amended so
that the Closing Date is extended to be on or before 10:00 a.m., EST, December
15, 1997.
14. Second Deposit. The amount of the Second Deposit to be
delivered to Escrow Agent on or before the Termination Date is amended to be
$230,000.00, which shall become part of the Deposit. The Purchaser understands
and agrees that the Deposit in its entirety shall be non-refundable to Purchaser
after the Termination Date.
15. Occupancy of the Property. Purchaser has advised that it
may desire to occupy the Property prior to the Closing. Seller and Purchaser
agree to discuss terms for a lease agreement for Purchaser's pre-Closing
occupancy of the Property. In the event the parties can agree on mutually
acceptable terms, then the parties may execute a lease agreement providing for
Purchaser's occupancy of the Property prior to the Closing.
16. Governing Law and Jurisdiction. This Amendment shall be
deemed to be governed by, construed and enforced in accordance with the laws of
the State of Florida.
17. Facsimile and Counterpart Signatures. This Amendment may
be executed in counterpart and facsimile signatures, the counterparts and
facsimiles of which, when taken together, shall constitute an entire and
original Amendment.
18. Effect of Amendment. This Amendment shall control over all
provisions of the Contract. To the extent that provisions of the Contract are
not amended by this Amendment, then such provisions shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.
PURCHASER:
CERTIFIED DIABETIC SUPPLIES, INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------- ------------------------------
Witness ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------
Title: CFO
/s/ ILLEGIBLE ---------------------------
-----------------------
Witness
SELLER:
▇▇▇▇▇▇▇ BANK, N.A.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------- ------------------------------
Witness ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Authorized Designee
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ COOTE
-------------------------------
Witness ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
-25-