EXHIBIT 10.16
CONTRACT FOR SALE AND PURCHASE
FLORIDA ASSOCIATION OF REALTORS AND THE FLORIDA BAR
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. ("Seller") and
AMERICAN CONNECTOR CORPORATION ("Buyer") hereby agree that Seller
shall sell and Buyer shall buy the following Real Property and
Personal property (collectively "Property") upon the following
terms and conditions which INCLUDE Standards for Real Estate
Transactions ("Standards") on the reverse side or attached hereto
and riders and addenda to this Contract for Sale and Purchase
("Contract").
I. DESCRIPTION:
(1) Legal description of Real Property located in DADE
County, Florida: KYM INDUSTRIAL PARK PB 116-41 ▇▇▇ ▇ ▇▇▇▇
▇▇▇▇▇ & ▇▇▇ ▇ ▇▇▇▇▇ ▇, ▇▇▇ SIZE: 66,107 SQ. FT.
(2) Street address, city, zip, of the Property is:
▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(3) Personal Property: ALL BUILDING AND MECHANICAL
SYSTEMS
_________________________________________________________________
_________________________________________________________________
II. PURCHASE PRICE $ 812,500.00
PAYMENT:
(a) Deposit held in escrow by LUCKY COMMERCIAL REALTY
ESCROW ACCT. In the amount of $ 25,000.00
(b) Additional escrow deposit within 5 days after
satisfactory completion of all inspections $ 25,000.00
(3) Subject to AND assumption of mortgage in good
standing in favor of ____________________________
having an approximate present principal balance of $ __________
(4) Purchase money mortgage and note (see addendum)
in the amount of $ __________
(5) Other: PURCHASER TO OBTAIN "SBA" 7(a) FINANCING
AT PREVAILING RATES AND TERMS
TO 90% OF THE PURCHASE PRICE
AT CLOSING UP $ 731,250.00
(6) Balance to close by U.S. cash, LOCALLY DRAWN
certified or cashier's check or third-party
loan, subject to adjustments and prorations $ 31,250.00
3. TIME FOR ACCEPTANCE OF OFFER; EFFECTIVE DATE; FACSIMILE: If
this offer is not executed by and delivered to all parties OR
FACT OF EXECUTION communicated in writing between the parties on
or before 01-10-97, the deposit(s) will, at Buyer's option, be
returned to Buyer and this offer withdrawn. The date of Contract
("Effective Date") will be the date when the last one of the
buyer and Seller has signed this offer. A facsimile copy of this
Contract and any signatures hereon shall be considered for all
purposes as originals.
4. FINANCING:
(1) If the purchase price or any part of it is to be
financed by a third-party loan, the Contract is conditioned
on Buyer obtaining a written commitment within 45 days after
Effective Date for (CHECK ONLY ONE): [ ] a fixed; [ ] an
adjustable; or [ X] a fixed or adjustable rate loan for the
principal amount of $731,250.00 at an initial interest rate
not to exceed N/A % discounted origination fee not to
exceed N/A % of the principal amount, and a term of
N/A years Buyer will make application within 5
days after Effective Date and use reasonable diligence to
obtain the loan commitment and, thereafter, to satisfy the
terms and conditions of the commitment and close the loan.
Buyer shall pay all loan expenses If Buyer fails to obtain
the commitment or fails to waive Buyer's rights under this
subparagraph within the time for obtaining the commitment,
or after diligent effort, fails to meet the terms and
conditions of the commitment, then either party thereafter,
by written notice to the other, may cancel this Contract and
Buyer shall be refunded the deposit(s); or
(2) The existing mortgage described in Paragraph II(c)
above has (CHECK ONLY ONE): [ ] a variable interest rate;
or [ ] a fixed interest rate of N/A % per annum. At
time of title transfer some fixed interest rates are subject
to increases. If increased, the rate shall not exceed N/A
% per annum. Seller shall, within N/A days after
Effective Date, furnish a statement from each mortgagee
stating principal balance, method of payment, interest rate
and status of mortgage. If Buyer has agreed to assume a
mortgage which requires approval of Buyer by the mortgagee
for assumption, then Buyer shall promptly obtain the
necessary application and diligently complete and return it
to the mortgagee.
(3) Any mortgagee charge(s) not to exceed $
N/A shall be paid by Buyer. If Buyer is not
accepted by mortgagee or the requirements for assumption are
not in accordance with the terms of this Contract or
mortgagee makes a charge in excess of the stated amount,
Seller or Buyer may rescind this Contract by written notice
to the other party unless either elects to pay the increase
in interest rate or excess mortgagee charges.
5. TITLE EVIDENCE: At least 20 days before the
closing date, but no earlier than N/A days after Seller
receives written notification that Buyer has obtained the loan
commitment or been approved for the loan assumption as provided
in Paragraphs IV(a), or (b), above, or, if applicable, waived the
financing requirements, (CHECK ONLY ONE): [ ] Seller shall, at
Seller's expense, deliver to Buyer or Buyer's attorney; or [ ]
Buyer shall at Buyer's expense obtain, in accordance with
Standard A, (CHECK ONLY ONE): [ ] abstract or title or [ ]
title insurance commitment (with legible copies of instruments
listed as exceptions) and, after closing. an owner's policy of
title insurance.
6. CLOSING DATE: This transaction shall be closed and the deed
and other closing papers delivered on 03-15-97 , unless
extended by other provisions of this Contract.
7. RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer shall take
title subject to: comprehensive land use plans, zoning,
restrictions, prohibitions and other requirements imposed by
governmental authority, restrictions and matters appearing on the
plat or otherwise common to the subdivision; public utility
easements of record (easements are to be located contiguous to
Real Property lines and not more than 10 feet in which as to the
rear or front lines and 7 feet in width as to the side lines,
unless otherwise stated herein); taxes for year of closing and
subsequent years; assumed mortgages and purchase money mortgages,
if any; (if other matters, see Paragraph XV); provided that there
exists at closing no violation of the foregoing; and none of them
prevents use of the Property for WAREHOUSE AND MANUFACTURING
OFFICE WAREHOUSE purpose(s)
8. OCCUPANCY: Seller warrants that there are no parties in
occupancy other than Seller; but, if Property is intended to be
rented or occupied beyond closing, the fact and terms thereof
shall be stated herein and the tenant(s) or occupants disclosed
pursuant to Standard F. Seller shall deliver occupancy of
Property at time of closing unless otherwise stated herein if
occupancy is to be delivered before closing. Buyer assumes all
risk of loss to Property from date of occupancy, shall be
responsible and liable for maintenance from that date, and shall
b deemed to have accepted Property in its existing condition as
of time of taking occupancy unless otherwise stated herein.
9. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or
handwritten provisions, riders and addenda shall control all
printed provisions of this Contract in conflict with them.
10. RIDERS: (CHECK those riders which are applicable AND are
attached to this Contract):
(a) [ ] COASTAL CONSTRUCTION CONTROL LINE RIDER
(b) [ ] CONDOMINIUM RIDER
(c) [ ] FHA/VA RIDER
(d) [ ] FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT RIDER
(e) [ ] INSULATION RIDER
(f) [ ] AS IS RIDER
(g) [ ] __________________________
(h) [ ] __________________________
11. ASSIGNABILITY: (CHECK ONLY ONE): Buyer [ ] may assign and
thereby be released from any further liability under this
Contract; [ ] may assign but not be released from liability
under this Contract; or [ ] may not assign the Contract.
12. TIME: Time is of the essence of this Contract.
13. DISCLOSURES: Buyer (CHECK ONLY ONE) [X] acknowledges; or [
] does not acknowledge receipt of the Agency/Radon/Compensation,
the Real Property Sales Expense Disclosure Warning, and, if
applicable, the Mandatory Homeowners' Association disclosures.
_____________________________ BUYER'S INITIALS.
14. MAXIMUM REPAIR COSTS: Seller shall not be responsible for
the payment of costs in excess of:
(1) $ N/A for treatment
and repair under Standard D (if blank, then 2% of the
Purchase Price).
(2) $ N/A for repair
and replacement under Standard N (if blank, then 3% of the
Purchase Price).
15. SPECIAL CLAUSES: If additional space is required, attach
addendum and CHECK HERE [ ].
THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT
FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO
SIGNING.
THIS FORM HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF
REALTORS AND THE FLORIDA BAR.
Approval does not constitute an opinion that any of the terms and
conditions in this Contract should be accepted by the parties in
a particular transaction. Terms and conditions should
be negotiated based upon the respective interests, objectives and
bargaining positions of all interested persons.
___________________________________ ______________
(Buyer) (Date)
Social Security or Tax I.D. #_________________________
/s/ ▇.▇. ▇▇▇▇ III 1/8/97
___________________________________ ______________
(Seller) (Date)
Social Security or Tax I.D. # ▇▇-▇▇▇▇▇▇▇
___________
____________________________________ ______________
(Buyer) (Date)
Social Security or Tax I.D. #________________________
____________________________________ ______________
(Seller) (Date)
Social Security or Tax I.D. #________________________
Deposit under Paragraph II(a) received; IF OTHER THAN CASH, THEN
SUBJECT TO CLEARANCE__________________________________(Escrow
Agent)
BROKER'S FEE: The brokers named below, including listing and
cooperating brokers, are the only brokers entitled to
compensation in connection with this Contract:
Name_________________________________________________________
_________________________________________________________
Listing Broker Cooperating Brokers, if any
STANDARDS FOR REAL ESTATE TRANSACTIONS
1. EVIDENCE OF TITLE: (1) An abstract of title prepared or
brought current by a reputable and existing abstract firm (if not
existing then certified as correct by an existing firm)
purporting to be an accurate synopsis of the instrument affecting
title to the Real Property recorded in the public records of the
county wherein Real Property is located through Effective Date
and which shall commence with the earliest public records, or
such later date as may be customary in the county. Upon closing
of this transaction, the abstract shall become the property of
Buyer, subject to the right of retention thereof by first
mortgagee until fully paid. (2) A title insurance commitment
issued by a Florida licensed title insurer agreeing to issue to
Buyer, upon recording of the deed to Buyer, an owner's policy of
title insurance in the amount of the purchase price insuring
Buyer's title to the Real Property, subject only to liens,
encumbrances, exceptions or qualifications set forth in this
Contract and those which shall be discharged by Seller at or
before closing. Seller shall convey marketable title subject
only to liens, encumbrances, exceptions or qualifications
specified in this Contract. Marketable title shall be determined
according to applicable Title Standards adopted by authority of
The Florida Bar and in accordance with law. Buyer shall have 30
days, if abstract, or 5 days, if title commitment, from date of
receiving evidence of title to examine it. If title is found
defective, Buyer shall within 3 days hereafter, notify Seller in
writing specifying defect(s). If the defect(s) render title
unmarketable, Seller will have 30 days from receipt of notice to
remove the defects, failing which Buyer shall, within five (5)
days after expiration of the thirty (30) day period, deliver
written notice to Seller either: (1) extending the time for a
reasonable period not to exceed 120 days within which Seller
shall use diligent effort to remove the defects; or (2)
requesting a refund of deposit(s) paid which shall immediately be
returned to Buyer. If Buyer fails to so notify Seller, Buyer
shall be deemed to have accepted the title as it then is. Seller
shall, if title is found unmarketable, use diligent effort to
correct defect(s) in the title within the time provided therefor.
If Seller is unable to remove the defects within the times
allowed therefor, Buyer shall either waive the defects or receive
a refund of deposit(s), thereby releasing Buyer and Seller from
all further obligation under this Contract.
2. PURCHASE MONEY MORTGAGE; SECURITY AGREEMENT TO SELLER: A
purchase money mortgage note to Seller shall provide for a 30-day
grace period in the event of default if a first mortgage and a
15-day grace period if a second or lesser mortgage; shall provide
for right of prepayment in whole or in part without penalty;
shall permit acceleration in event of transfer of the Real
Property; shall require all prior liens and encumbrances to be
kept in good standing and forbid modifications of or future
advances under prior mortgage(s) shall require Buyer to maintain
policies of insurance containing a standard mortgagee clause
covering all improvements located on the Real Property against
fire and all perils included within the term "extended coverage
endorsements and such other risks and perils as Seller may
reasonably require, in an amount equal to their highest insurable
value and the mortgage, note and security agreement shall be
otherwise in form and content required by Seller, but Seller may
only require clauses and coverage customarily found in mortgages,
mortgage notes and security agreements generally utilized by
savings and loan institutions or state or national banks located
in the county wherein Real Property is located. All Personal
Property and leases being conveyed or assigned will, at Seller's
option, be subject to the lien of a security agreement evidenced
by recorded financing statements. If a balloon mortgage, the
final payment will exceed the periodic payments thereon.
3. SURVEY: Buyer, at Buyer's expense, within time allowed to
deliver evidence of title and to examine same, may have the Real
Property surveyed and certified by a registered Florida surveyor.
If survey shows encroachment of Real Property or that
improvements located on Real Property encroach on setback lines,
easements, lands or others or violate any restrictions, Contract
covenants or applicable governmental regulations, the same shall
constitute a title defect.
4. TERMITES: Buyer, at Buyer's expense, within time allowed to
deliver evidence of title, may have the Property inspected by a
Florida Certified Pest Control Operator ("Operator") to determine
if there is any visible active termite infestation or visible
damage from termite infestation in the Property. If either or
both are found, Buyer will have 4 days from date of written
notice thereof within which to have cost of treatment, if
required, estimated by the Operator and all damage, inspected and
estimated by a licensed builder or general contractor Seller
shall pay valid costs of treatment and repair of all damage up to
the amount provided in Paragraph XIV(a). Should estimated costs
exceed that amount, Buyer shall have the option of canceling
Contract within 5 days after receipt of contractor's repair
estimate by giving written notice to Seller or Buyer may elect to
proceed with the transaction, in which event Buyer shall receive
a credit at closing of the amount provided in Paragraph XIV(a).
"Termites" shall be deemed to include all wood destroying
organisms required to be reported under the Florida Pest Control
Act.
5. INGRESS AND EGRESS: Seller warrants and represents that
there is ingress and egress to the Real Property sufficient for
its intended use as described in Paragraph VII hereof, title to
which is in accordance with Standard A.
6. LEASES: Seller shall, not less than 15 days before closing,
furnish to Buyer copies of all written leases and estoppel
letters from each tenant specifying the nature and duration of
the tenant's occupancy, rental rates, advanced rent and security
deposits paid by tenant. If Seller is unable to obtain such
letter from each tenant, the same information shall be furnished
by Seller to Buyer within that time period in the form of a
Seller's affidavit, and Buyer may thereafter contact tenants to
confirm such information. Seller shall, at closing, deliver and
assign all original leases to Buyer.
7. LIENS: Seller shall furnish to Buyer at time of closing an
affidavit attesting to the absence, unless otherwise provided for
herein, of any financing statement, claims of lien or potential
lienors known to Seller and further attesting that there have
been no improvements or repairs to the Property for 90 days
immediately preceding date of closing. If Property has been
improved or repaired within that time, Seller shall deliver
releases or waivers of construction liens executed by all general
contractors, subcontractors, suppliers and materialmen in
addition to Seller's lien affidavit setting forth the names of
all such general contractors, subcontractors, suppliers and
materialmen and further affirming that all charges for
improvements or repairs which could serve as a basis for a
construction lien or a claim for damages have been paid or will
be paid at closing of this Contract.
8. PLACE OF CLOSING: Closing shall be held in the county
wherein the Real Property is located at the office of the
attorney or other closing agent designated by Seller.
9. TIME PERIOD: In computing time periods of less than six (6)
days, Saturdays, Sundays and state or national legal holidays
shall be excluded. Any time periods provided for herein which
shall end on a Saturday, Sunday or a legal holiday shall extend
to 5:00 p.m. of the next business day.
10. DOCUMENTS FOR CLOSING: Seller shall furnish the deed,
▇▇▇▇ of sale, construction lien affidavit, owner's possession
affidavit, assignments of leases, tenant and mortgagee estoppel
letters and corrective instruments. Buyer shall furnish closing
statement, mortgage, mortgage note, security agreement and
financing statements.
11. EXPENSES: Documentary stamps on the deed and recording
of corrective instruments shall be paid by Seller Documentary
stamps and intangible tax on the purchase money mortgage and any
mortgage assumed, and recording of purchase money mortgage to
Seller, deed and financing statements shall be paid by Buyer.
12. PRORATIONS; CREDITS: Taxes, assessments, rent
interest, insurance and other expenses and revenue of Property
shall be prorated through day before closing. Buyer shall have
the option of taking over any existing policies of insurance, if
assumable, in which event premiums shall be prorated. Cash at
closing shall be increased or decreased as may be required by
prorations. Prorations will be made through day prior to
occupancy if occupancy occurs before closing. Advance rent and
security deposits will be credited to Buyer and escrow deposits
held by mortgagee will be credited to Seller. Taxes shall be
prorated based on the current year's tax with due allowance made
for maximum allowable discount, homestead and other exemptions.
If closing occurs at a date when the current year's millage is
not fixed and current year's assessment is available, taxes will
be prorated based upon such assessment and the prior year's
millage. If current year's assessment is not available, then
taxes will be prorated on the prior year's tax. If there are
completed improvements on the Real Property by January 1st of
year of closing, which improvements were not in existence on
January 1st of the prior year, then taxes shall be prorated based
upon the prior year's millage and at an equitable assessment to
be agreed upon between the parties, failing which, request will
be made to the County Property Appraiser for an informal
assessment taking into consideration available exemptions. Any
tax proration based on an estimate shall, at request of either
Buyer or Seller, be subsequently readjusted upon receipt of tax
▇▇▇▇ on condition that a statement to that affect is in the
closing statement.
13. SPECIAL ASSESSMENT LIENS: Certified, confirmed and
ratified special assessment liens as of date of closing (not as
of "Effective Date") are to be paid by Seller. Pending liens as
of date of closing shall be assumed by Buyer. If the improvement
has been substantially completed as of Effective Date, any
pending lien shall be considered certified, confirmed or ratified
and Seller shall, at closing, be charged an amount equal to the
last estimate of assessment for the improvement by the public
body.
14. [OMITTED]
15. RISK OF LOSS: If the Property is damaged by fire or
other casualty before closing and cost of restoration does not
exceed 3% of the assessed valuation of the Property so damaged,
cost of restoration shall be an obligation of the Seller and
closing shall proceed pursuant to the terms of this Contract with
restoration costs escrowed at closing. If the cost of
restoration exceeds 3% of the assessed valuation of the
improvements so damaged, Buyer shall have the option of either
taking Property as is, together with either the 3% or any
insurance proceeds payable by virtue of such loss or damage, or
of cancelling this Contract and receiving return of deposit(s).
16. PROCEEDS OF SALE; CLOSING PROCEDURES: The deed shall
be recorded upon clearance of funds. If abstract of title has
been furnished, evidence of title shall be continued at Buyer's
expense to show title in Buyer, without any encumbrances or
change which would render Seller's title unmarketable from the
date of the last evidence. Proceeds of the sale shall be held in
escrow by Seller's attorney or by another mutually acceptable
escrow agent for a period of not more than 5 days after closing
date. If Seller's title is rendered unmarketable, through no
fault of Buyer, Buyer shall, within the 5-day period, notify
Seller in writing of the defect and Seller shall have 30 days
from date of receipt of such notification to cure the defect. If
Seller fails to timely cure the defect, all deposit(s) and
closing funds shall, upon written demand by Buyer and within
5 days after demand, be returned to Buyer and, simultaneously
with such repayment. Buyer shall return the Personal Property,
vacate the Real Property and reconvey the Property to Seller by
special warranty deed and ▇▇▇▇ of sale. If Buyer fails to make
timely demand for refund, Buyer shall take title as is, waiving
all rights against Seller as to any intervening defect except as
may be available to Buyer by virtue of warranties contained in
the deed of ▇▇▇▇ of sale. If a portion of the purchase price is
to be derived from institutional financing or refinancing,
requirements of the lending institution as to place, time of day
and procedures for closing, and for disbursement of mortgage
proceeds shall control over contrary provision in this Contract.
Seller shall have the right to require from the lending
institution a written commitment that it will not withhold
disbursement of mortgage proceeds as a result of any title defect
attributable to Buyer-mortgagor. The escrow and closing
procedure required by this Standard shall be waived if title
agent insures adverse matters pursuant to Section 627.7841, F.S.
(1993), as amended.
17. ESCROW: Any escrow agent ("Agent") receiving funds or
equivalent is authorized and agrees by acceptance of them to
deposit them promptly, hold same in escrow and, subject to
clearance, disburse them in accordance with terms and conditions
of Contract. Failure of clearance of funds shall not excuse
Buyer's performance. If in doubt as to Agent's duties or
liabilities under the provisions of Contract, Agent may, at
Agent's option, continue to hold the subject matter of the escrow
until the parties mutually agree to its disbursements or until a
judgment or a court of competent jurisdiction shall determine the
rights of the parties or Agent may deposit same with the clerk of
the circuit court having jurisdiction of the dispute. Upon
notifying all parties concerned of such action, all liability on
the part of Agent shall fully terminate, except to the extent of
accounting for any items previously delivered out of escrow. If
a licensed real estate broker, Agent will comply with provisions
of Chapter 475, F.S. (1993), as amended. Any suit between Buyer
and Seller wherein Agent is made a party because of acting as
Agent hereunder, or in any suit wherein Agent interpleads the
subject matter of the escrow, Agent shall recover reasonable
attorney's fees and costs incurred with the fees and costs to be
paid from and out of the escrowed funds or equivalent and charged
and awarded as court costs in favor of the prevailing party.
Parties agree that Agent shall not be able to any party or person
for misdelivery to Buyer or Seller of items subject to this
escrow, unless such misdelivery is due to willful breach of the
Contract or gross negligence of Agent.
18. ATTORNEY'S FEES; COSTS: In any litigation, including
breach, enforcement or interpretation, arising out of this
Contract, the prevailing party in such litigation which, for the
purposes of this Standard, shall include Seller, Buyer and any
brokers acting in agency or nonagency relationships authorized by
Chapter 475, F.S. (1993), as amended, shall be entitled to
recover reasonable attorney's fees, costs and expenses.
19. FAILURE OF PERFORMANCE: If Buyer fails to perform this
Contract within the time specified, including payment of all
deposit(s), the deposit(s) paid by Buyer and deposit(s) agreed to
be paid, may be retained by or for the account of Seller as
agreed upon liquidated damages, consideration for the execution
of this Contract and in full settlement of any claims; whereupon
Buyer and Seller shall be relieved of all obligations under this
Contract; or Seller, at Seller's option, may proceed in equity to
enforce Seller's rights under this Contract. If for any reason
other than failure of Seller to make Seller's title marketable
after diligent effort, Seller fails, neglects or refuses to
perform this Contract, the Buyer may seek specific performance or
elect to receive the return of Buyer's deposit(s) without thereby
waiving any action for damages resulting from Seller's breach.
20. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE:
Neither this Contract nor any notice of it shall be recorded in
any public records. This Contract shall bind and inure to the
benefit of the parties and their successors in interest.
Whenever the context permits, singular shall include plural and
one gender shall include all. Notice given by or to the attorney
for any party shall be as effective as if given by or to that
party.
21. CONVEYANCE: Seller shall convey title to the Real
Property by statutory warranty, trustee's, personal
representative's or guardian's deed, as appropriate to the status
of Seller, subject only to matters contained in Paragraph VII and
those otherwise accepted by Buyer. Personal Property shall, at
request of Buyer, be transferred by an absolute ▇▇▇▇ of sale with
warranty of title, subject only to such matters as may be
otherwise provided for herein.
22. OTHER AGREEMENTS: No prior or present agreements or
representations shall be binding upon Buyer or Seller unless
included in this Contract. No modification or change in this
Contract shall be valid or binding upon the parties unless in
writing and executed by the party or parties intended to be bound
by it.
23. WARRANTY: Seller warrants that there are no facts known to
Seller materially affecting the value of the Property which are
not readily observable by Buyer or which have not been disclosed
to Buyer.