Exhibit 2.16
PURCHASE AND SALE AGREEMENT
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1. PARTIES: Atlantic Bouquet Company, Limited, a Florida Limited Partnership,
("Seller") agrees to sell and convey to:
A. Atlas Flowers, Inc., d/b/a Golden Flowers, a Florida corporation,
("Purchaser") and Purchaser agrees to buy from Seller the Property (as
defined in Section 2. below) for the consideration and upon and subject to
the terms, provisions, and conditions set forth in this Purchase and Sale
Agreement (the "Agreement").
2. PROPERTY: A tract of land situated in the City of Miami, Dade County,
Florida, legally described in Exhibit A attached hereto and made a part
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hereof located at ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, together with all buildings,
improvements, and fixtures owned by the Seller and located on or attached
to or used in conjunction with the Property; and all privileges and
appurtenances specifically set forth herein and Seller's interest in any
service, maintenance, management or other contracts relating to the
ownership or operation of the Property, all equipment, appliances, goods
and other personal property listed on the attached Exhibit B (the "Personal
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Property"), and Seller's interest in any freely assignable warranties or
guaranties relating to the Property and Personal Property; all of the
foregoing property being hereinafter collectively referred to as the
"Property".
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3. PURCHASE PRICE:
A. Purchase Price $1,417,437 (the "Purchase Price') payable in U.S.
dollars by Purchaser as follows:
(a) ▇▇▇▇▇▇▇ Money: Simultaneously with the execution of this
Agreement, Purchaser shall deposit the sum of $100,000 payable in the
form of certified or cashier's check payable in the form of a
certified or cashier's check made payable to the order of ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ Trust Account ("Escrow Agent") (the "▇▇▇▇▇▇▇ Money"), the
receipt of which is hereby acknowledged. ▇▇▇▇▇▇▇ money shall be held
by the Escrow Agent in an interest bearing account with the interest
for the benefit of the Purchaser.
(b) The balance of the Purchase Price, equal to the Purchase Price
less ▇▇▇▇▇▇▇ Money (if the extent paid prior to Closing), plus or
minus prorations, and closing adjustments, if any, made under this
Agreement, is due at the closing of this transaction ("Closing") and
shall be paid by Purchaser's certified check, Escrow Agent's Trust
Account or cashier's check from a bank, made payable to the direct
order of Seller or such other payee(s) as Seller may hereafter
designate in writing. All checks shall be made payable directly to the
order of the payee, as directed by the Seller; no checks may be
endorsed. Third party checks are not acceptable. In lieu of accepting
checks, Seller reserves the right to require Purchaser to pay the
balance of the Purchase Price by wire transfer to a bank account
designated by Seller.
B. Cash Purchase:
This is an all-cash sale and purchase and it is NOT contingent upon
obtaining financing even though Purchaser may apply to a lending
institution of Purchaser's choice for a mortgage loan. Purchaser
understands and agrees that neither its receipt of a commitment from
such a lending institution, its acceptance of such a commitment, nor
its satisfaction or failure to satisfy any condition set forth in such
a commitment, shall in any way be conditions to or excuse the
performance of Purchaser's obligations under this Agreement.
3.5 INSPECTION/INSPECTION CONTINGENCY: Seller agrees to make the Property
available to Purchaser for the period of September 7, 1999, to
September 24, 1999, so that Purchaser may conduct any and all
inspections without limitation including environmental and engineering
studies and any other inspections in studies it may reasonably request
(the "Inspection
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Period"). In the event of an unsatisfactory inspection, as determined
by Purchaser its sole discretion, Purchaser, by delivery Notice to
Seller within two days of the termination of the Inspection Period,
may declare this Agreement null and void, in which case Purchaser's
▇▇▇▇▇▇▇ Money, plus any interest, shall be refunded in full. In the
event that Notice is not given by the Purchaser as provided for above,
this contingency shall automatically expire and the Agreement shall
remain in full force and effect. Upon delivery of Notice to Seller in
accordance with the terms of this provision, neither party shall have
any further obligation to the other regarding any matter related to or
arising out of this Agreement.
3.6 ASSIGNMENT OF PARKING LEASE: In the event Seller is unable to obtain
the consent of ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ (the "Landlord") to assign all
of its rights and obligations in that certain land lease, dated June
1, 1988, for property located between 7980 and ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇, ▇▇▇▇▇▇▇ (the "Land Lease") to Purchaser, on or before the
Closing Date, the Purchaser may declare this Agreement null and void,
in which case Purchaser's ▇▇▇▇▇▇▇ Money, plus any interest, shall be
refunded in full and neither party shall have any further obligation
to the other regarding any matter related to or arising out of this
Agreement. Upon receipt of Landlord's consent, Purchaser agrees to
consent to the assignment of the Land Lease and to assume each and
every obligation of Seller thereunder.
4. CLOSING: The Closing of the sale shall take place at the offices of ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ or at
such other location as the parties may mutually agree in writing. The
Closing Date (the "Closing Date") shall be on or before September 29,
1999, unless such date is changed in writing by Seller and Purchaser.
A. At the Closing, Seller shall deliver to Purchaser, at Seller's sole
cost and expense, the following:
(1) A duly executed and acknowledged Warranty Deed (the "Deed")
conveying good, marketable and insurable title in fee simple to
all of the Property, free and clear of any and all liens,
encumbrances, conditions, easements, assessments, reservations
and restrictions, except for those set forth in the Title Policy
and Exhibit C, referenced in paragraph 4.A.2 below.
(2) A title commitment and, subsequent to Closing, an owner's policy
of title insurance (the "Title Policy") issued by a title
insurance company licensed to operate in the State of Florida and
designated by Purchaser (the "Title Company") in the full amount
of the Purchase Price insuring Purchaser's fee
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simple title to the Property subject only to the Permitted Title
Exceptions set forth and incorporated by this reference as
Exhibit C, and the standard printed exceptions and additional
exceptions contained in the usual form of Owner's Title Policy
(issued at the minimum promulgated statutory rate). Following
receipt of the Title Policy, Purchaser shall three (3) business
days to examine and raise any objections (other than Permitted
Title Exceptions and those standard printed exceptions and
additional exceptions contained in the Title Policy) Thereafter,
Seller shall have 120 days to cure such objections and monetary
objections, such as liens, judgments and easements, but in no
event shall be required to bring any legal action or an
administrative proceeding to satisfy the terms of this
provisions;
(3) A duly executed ▇▇▇▇ of Sale conveying the Personal Property;
(4) Certified resolutions of the board of directors of Seller
authorizing all the transactions contemplated by this Agreement;
and
(5) All other documents that are reasonably necessary to close this
transaction, or that are required by the Title Company in order
to vest title to the Property in Purchaser subject to the
Permitted Title Exceptions in form and substance reasonably
satisfactory to Seller's counsel.
B. At the Closing, Purchaser shall:
(1) Pay the cash portion of the Purchase Price including prorations
and adjustments, if any;
(2) If Purchaser is a corporation or a limited liability company,
deliver to Seller:
(a) Certified resolutions of Purchaser's Board of Directors or
members as applicable authorizing all the transactions
contemplated by this Agreement, in form and substance
acceptable to Seller;
(b) Intentionally Deleted.
(c) Certificate of Good Standing for Purchaser from the
Secretary of State or other appropriate governmental office
of the state in which the Purchaser is organized and if
Purchaser is organized in a state other than Florida, a
certificate of authority to transact business from the
Florida Secretary of State.
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(3) Intentionally deleted.
(4) Execute all other documents reasonably necessary to close this
transaction, in form and in substance reasonably satisfactory to
Seller's counsel.
5. POSSESSION: The possession of the Property shall be delivered to
Purchaser at Closing.
6. SALES EXPENSES TO BE PAID IN CASH AT OR PRIOR TO CLOSING:
A. SELLER'S EXPENSES: All costs of releasing and recording the release of
any mortgage of Seller in the Property; title search fees, lien search
fees; title premium for the Title Policy and endorsements at the
minimum promulgated statutory rate; preparation of Deed; Documentary
Stamp Taxes due on the Deed; Dade County Surtax; Real Estate Brokerage
fees payable to ▇▇▇▇ Partners pursuant to the written agreement
between ▇▇▇▇ Partners and Seller and other expenses stipulated to be
paid by Seller under provisions of this Agreement. Both parties
acknowledge that ▇▇▇▇ Partners may have an obligation to pay another
broker to which neither parties hereto are obligated in any manner
whatsoever or contractually liable for.
B. PURCHASER'S EXPENSES: All recording costs of the Deed, any mortgage
obtained by the Purchaser (the "Mortgage") and the collateral
documents, expense of ALTA Mortgagee Title Policy and endorsements at
the minimum promulgated statutory rate; the cost of documentary tax
stamps on the Mortgage, intangibles tax on the Mortgage, and expenses
stipulated to be paid by Purchaser under any other provisions of this
Agreement.
7. PRORATIONS AND ADJUSTMENTS: The following shall be prorated and adjusted
between Seller and Purchaser as of the time of Closing, as applicable,
except as otherwise expressly provided herein:
(a) Water, electricity, sewer, gas, telephone and other utility charges
based, to extent practicable, on final meter readings and/or final
invoices.
(b) Intentionally Deleted.
(c) General real estate taxes and assessments for the year of closing
shall be prorated as of the time of Closing. If such bills are not
available, then such taxes shall be prorated on the basis of the most
recent tax bills. Following receipt of a ▇▇▇▇ for real estate taxes
and assessments for the year of closing, the parties agree to again
prorate the taxes to the extent the ▇▇▇▇ for the year of
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closing differs from the most recent tax bills. Any tax prorations
will be calculated assuming the maximum discounts available for early
payment.
(d) Such other items that are customarily prorated in transactions of
this nature shall be ratably prorated as of the time of Closing.
Except as expressly provided herein, all prorations shall be final.
(e) Intentionally deleted.
(f) As of Closing, Purchaser shall be responsible for the transfer of
accounts and establishment of all utility services to the Property to
the name of Purchaser, including the making of any new utility
deposits with the utility providers. Seller shall be entitled to
receive a refund of utility service deposits, if any, covering the
period prior to the Closing Date from Purchaser if such utility
service deposits made by Seller are transferred to Purchaser by any
utility providers; otherwise, Seller's entitlement to any utility
service deposits shall be determined by the respective utility
company.
8. SELLER'S TITLE FAILURE: If the status of title to the Property at Closing
is not in accordance with the title provisions of Paragraph 4.A.1 or
Seller is unable to cure those title objections in accordance with
▇▇▇▇▇▇▇▇▇ ▇.▇.▇, ▇▇▇▇▇▇▇▇▇ may elect to accept such title as Seller
conveys without a credit against the Purchase Price. If title is
defective as set forth in the foregoing sentence, notwithstanding
Seller's attempt to effectuate the requirements set forth in Paragraph
4.A.2, and Purchaser shall not elect to close, this Agreement shall be
terminated and the sole remedy of Purchaser in the absence of Seller's
fraud, shall be to cause the refund of the ▇▇▇▇▇▇▇ Money and accrued
interest thereon, if any, to Purchaser. Seller shall not be required to
bring any action or proceeding or to incur any expense to cure any
unpermitted title defect, but the foregoing shall not permit Seller to
refuse to pay off existing mortgages or judgment liens which are
unpermitted title exceptions.
9. DEFAULT:
A. Unless otherwise provided for herein, if Purchaser fails to comply
with the terms and conditions hereof, Seller may terminate this
Agreement, in which event the ▇▇▇▇▇▇▇ Money, shall be due and payable
to Seller as its sole liquidated damages. Purchaser shall be liable
for payment of the ▇▇▇▇▇▇▇ Money if not previously paid. The parties
agree that actual damages in the event of default are difficult to
ascertain and further agree that the amount set forth as liquidated
damages is a reasonable estimate of the damages to Seller in
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the event of Purchaser's default. Such sum is intended to be
liquidated damages, and not a penalty.
B. If Seller defaults for any reason other than for a permitted title
defect as provided for in Section 8 above, Purchaser shall have one of
two options: (i) the right to receive back its ▇▇▇▇▇▇▇ Money deposit
as liquidated damages; or (ii) the right to ▇▇▇ Seller for specific
performance. Purchaser acknowledges and agrees that under no
circumstances shall Seller be liable for Purchaser's damages, whether
consequential, actual, punitive, special speculative, loss of profits
or otherwise.
10. ESCROW: The ▇▇▇▇▇▇▇ Money is deposited with the Escrow Agent with the
understanding that the Escrow Agent (a) does not assume or have any
liability for performance or non-performance of any party and (b) has the
right to require in writing from all signatories (i) a written release of
liability of the Escrow Agent, except for gross negligence, willful
misconduct or fraud and (ii) authorization to disburse the ▇▇▇▇▇▇▇ Money
at Closing as such disbursement is provided for herein. At Closing,
▇▇▇▇▇▇▇ Money shall be applied to payment of the Purchase Price. Any
refund or payment of the ▇▇▇▇▇▇▇ Money under this Agreement pursuant to a
default shall be reduced by the amount of any actual expenses properly
incurred by Escrow Agent arising out of the acceptance and distribution
of funds pursuant to a determination as to which party is entitled to
such funds. In the event there is a dispute between the parties regarding
entitlement to such ▇▇▇▇▇▇▇ Money, the Escrow Agent shall as soon as
reasonably practicable file an Interpleader action in the Circuit Court
in Miami, Dade County. The parties shall reimburse the Escrow Agent for
all reasonable fees and costs incurred by the Escrow Agent in the event
of such dispute.
11. RIGHT TO CURE: Purchaser and Seller hereby agree that in the event either
party (the "Non-Defaulting Party") notifies Escrow Agent that the other
party (the "Defaulting Party") has breached this Agreement for any reason
set forth in this Agreement, the Escrow Agent shall notify the Defaulting
Party as to the same. Following receipt of such notification, the
Defaulting Party shall have five (5) days to cure said default. In the
event the Defaulting Party fails to cure said default within the time
period designated above, the Escrow Agent is hereby authorized by
Purchaser and Seller to remit the ▇▇▇▇▇▇▇ Money plus interest thereon
less any Escrow Agent expenses to the Non-Defaulting Party. In the event
the Defaulting Party disputes, in writing, the alleged default within
five (5) days of receipt of notification of the default from the Escrow
Agent, the Escrow Agent, shall not remit the ▇▇▇▇▇▇▇ Money to either
party and shall as soon as reasonably practicable file an Interpleader
action in the Circuit Court in Dade County. The parties shall reimburse
the Escrow Agent for all reasonable fees and costs incurred by the
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Escrow Agent in the event of such dispute, including its attorney's fees,
paralegal costs and appeals costs.
Purchaser and Seller hereby agree to indemnify, save harmless and agree
to defend Escrow Agent from and against any claims, demand, costs or
damages (including reasonable attorney's fees) incurred by Escrow Agent
and arising from or out of or with respect to Escrow Agent's complying
with such demand by the Non-Defaulting Party.
12. REPRESENTATION, WARRANTIES AND COVENANTS OF SELLER:
A. Seller hereby represents and warrants to Purchaser as a condition to
Purchaser's obligation to close the purchase of the Property such
representation and warranties shall be true and correct in all
material respects as of the Closing Date:
(1) Seller has all requisite power and authority to consummate the
transaction contemplated by this Agreement and has by proper
proceedings duly authorized the execution and delivery of this
Agreement and the consummation of the transaction contemplated
hereby;
(2) This Agreement when executed and delivered by Seller and
Purchaser, will constitute the valid and binding agreement of
Seller enforceable against Seller in accordance with its terms;
(3) To Seller's knowledge, neither the execution and delivery of this
Agreement nor the consummation of the transaction contemplated
hereby will violate or be in conflict with any agreement or
instrument to which Seller is a party or which Seller is bound;
(4) Seller has not received any notice of any actions, suits, claims
or other proceedings pending or, contemplated or threatened
against the Property that could materially adversely affect
Seller's ability to perform its obligations under this Agreement;
(5) Seller has received no written notice of the commencement of any
lawsuit against Seller for the damaging, taking or acquiring of
all or any part of the Property, either temporarily or
permanently, by condemnation or by exercise of the right of
eminent domain; and
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(6) To the best of Seller's knowledge, there are no leases for the
Property, which are currently in effect, and no one is legally
entitled to possession of the Property.
(7) Intentionally Deleted.
(8) Intentionally Deleted.
B. From the effective date of this Agreement until the Closing Date or
earlier termination of this Agreement, Seller covenants to:
(1) Advise Purchaser promptly of any litigation, arbitration,
administrative hearing, or legislation before any governmental
body or agency of which Seller is notified, in writing,
concerning or affecting the Property which is instituted after
the date hereof.
(2) Not take or omit to take any action within its reasonable control
that would have the effect of violating in any material respect
any of the representations, warranties, covenants, and agreements
of Seller contained in this Agreement.
(3) Not enter into any new written or oral service agreement or other
lease agreement with respect to the Property that will not be
fully performed by Seller on or before Closing, or that may not
be canceled by Purchaser, without liability, at Closing without
the prior written consent of the Purchaser.
13. REPRESENTATION, WARRANTIES AND COVENANTS OF PURCHASER:
A. Purchaser represents, warrants and covenants to Seller as follows, as
of the Closing Date:
(1) Except as otherwise stated herein, Purchaser is purchasing the
Property in its "AS IS, WHERE IS" condition with no warranties by
Seller as to merchantability, suitability or fitness for any
particular use, or otherwise, it being understood and agreed that
Purchaser is relying solely on its own inspections, environmental
and engineering studies and reports, economic and feasibility
studies and examinations of the Property and Purchaser's own
determination of the condition of the Property, and Purchaser has
had substantial access to the Property and all documents and
information related thereto for the purposes of such inspections,
studies and examinations;
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(2) Purchaser has had the opportunity to inspect the Property and
perform its own inspections, environmental and engineering
studies and reports.
(3) Purchaser has all requisite power and authority to consummate the
transaction contemplated by this Agreement and has by proper
proceedings duly authorized the execution and delivery of this
Agreement and the consummation of the transaction contemplated
hereby;
(4) This Agreement when executed and delivered by Purchaser and
Seller, will constitute the valid and binding agreement of
Purchaser enforceable against Purchaser in accordance with its
terms;
(5) To Purchaser's knowledge, neither the execution and delivery of
this Agreement nor the consummation of the transaction
contemplated hereby will violate or be in conflict with (i) any
applicable provisions of law, (ii) any order of any court or
government agency having jurisdiction over the Purchaser, or
(iii) any agreement or instrument to which Purchaser is a party
or which Purchaser is bound;
(6) To the best of Purchaser's knowledge, there are no actions,
suits, claims or other proceedings pending or, contemplated or
threatened against Purchaser that could affect Purchaser's
ability to perform its obligations under this Agreement;
(7) Purchaser has sufficient funds available to consummate the
Closing of the transaction described in this Agreement; and
(8) Except for those representations, warranties and covenants set
forth in Sections 4(a) and 12 above, Purchaser has received no
written or oral representations or warranties regarding the
Property.
B. From the date of this Agreement, Purchaser covenants to Seller that,
in addition to the acts and deeds recited herein and contemplated to
be performed, executed, and delivered by Purchaser, Purchaser shall
perform, execute, and deliver or cause to be performed, executed, and
delivered at, prior to, or after the Closing, any and all further
reasonable acts, deeds, and assurances as Seller or the Title Company
may reasonably require in order to consummate the transactions
contemplated herein and further effectuate the intent of this
Agreement. This covenant shall survive the Closing.
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14. CONDEMNATION: If, prior to the Closing Date, any condemnation or eminent
domain lawsuit is filed against any material portion of the Property
(except for road widening), Purchaser may, at its option, terminate this
Agreement by written notice to Seller within ten (10) days after Purchaser
is advised of the filing of such lawsuit and the ▇▇▇▇▇▇▇ Money shall be
refunded to Purchaser, or Purchaser shall have the right to proceed to
consummate the purchase of the Property, in which event Purchaser may
appear and defend any such condemnation proceedings, and any award in
condemnation of the Property shall become the property of Purchaser and the
Purchase Price shall not be reduced.
15. CONDITION OF AND DAMAGE TO PROPERTY. The Property shall be conveyed in its
present condition and broom cleaned, ordinary wear and tear excepted. To
the extent Seller has removed any personal property from the Property prior
to Closing, Seller agrees to restore the Property to the condition in which
it was in immediately prior to the removal, ordinary wear and tear
excepted.
16. BROKER'S COMMISSION. Seller shall cause to be paid a broker's commission to
▇▇▇▇ Partners ("Broker"). Both parties acknowledge that ▇▇▇▇ Partners may
have an obligation to pay another broker to which neither parties hereto
are obligated in any manner whatsoever or contractually liable for. Each
party hereto agrees to indemnify the other party and all those parties
claiming through them from and against any claims by any other broker other
than ▇▇▇▇ Partners and its authorized subagent with whom the indemnifying
party may have dealt.
17. CONSULT YOUR ATTORNEY: THIS IS INTENDED TO BE A LEGALLY BINDING AGREEMENT.
READ IT CAREFULLY. NO REPRESENTATION OR RECOMMENDATION IS MADE BY SELLER,
BROKER OR THEIR AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL
EFFECT, OR TAX CONSEQUENCES OF THIS DOCUMENT OR THE TRANSACTION RELATING
THERETO OTHER THAN AS EXPRESSLY SET FORTH HEREIN. THESE ARE QUESTIONS FOR
YOUR ATTORNEY. CONSULT YOUR ATTORNEY BEFORE SIGNING. NEITHER THE SELLER,
THE SELLER'S COUNSEL NOR THE BROKER HAS GIVEN OR WILL BE DEEMED TO HAVE
GIVEN PURCHASER ANY LEGAL ADVICE.
18. DISCLAIMER:
A. SELLER HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION,
EXPRESS OR IMPLIED AS TO THE MERCHANTABILITY, QUANTITY, QUALITY,
PHYSICAL CONDITION OR OPERATION OF THE PROPERTY, ZONING, THE
SUITABILITY OR FITNESS
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OF THE PROPERTY OR ANY IMPROVEMENTS THEREON, IF ANY, FOR ANY SPECIFIC
OR GENERAL USE OR PURPOSE, THE AVAILABILITY OF WATER, SEWER OR OTHER
UTILITY SERVICE, OR ANY OTHER MATTER AFFECTING OR RELATING TO THE
PROPERTY'S COMPLIANCE WITH ANY ENVIRONMENTAL LAWS. NEITHER PARTY IS
RELYING ON ANY STATEMENT OR REPRESENTATIONS MADE BY THE OTHER NOT
EMBODIED HEREIN. PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES THAT NO SUCH
WARRANTIES AND REPRESENTATIONS HAVE BEEN MADE, EXCEPT AS EXPRESSLY SET
FORTH IN THE AGREEMENT; THAT IT SHALL BE PURCHASER'S OBLIGATION TO
OBTAIN AND PAY FOR ALL COMMITMENTS FOR WATER, SEWER AND OTHER
UTILITIES AND TO PAY THE COMMITMENT, IMPACT, TAP IN OR OTHER FEES AND
CHARGES THEREFORE, IF, ANY (NO SUCH FEES HAVE BEEN PAID BY SELLER).
PURCHASER ACKNOWLEDGES THAT THE PROVISIONS OF THIS AGREEMENT FOR
INSPECTION AND INVESTIGATION OF THE PROPERTY ARE ADEQUATE TO ENABLE
PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO
MERCHANTABILITY, QUANTITY QUALITY, PHYSICAL CONDITION OR OPERATION OF
THE PROPERTY, ZONING, SUITABILITY OR FITNESS OF THE PROPERTY OR ANY
IMPROVEMENTS THEREON, IF ANY, FOR ANY SPECIFIC OR GENERAL USE OR
PURCHASE, THE AVAILABILITY OF WATER, SEWER OR OTHER UTILITY SERVICE,
OR ANY OTHER MATTER AFFECTING OR RELATING TO THE PROPERTY, ITS
DEVELOPMENT OR USE, INCLUDING WITHOUT LIMITATION, THE PROPERTY'S
COMPLIANCE WITH ANY ENVIRONMENTAL LAWS. PURCHASER FURTHER
ACKNOWLEDGES, AS OF THE CLOSING, IT WILL HAVE INSPECTED THE PROPERTY
OR WILL HAVE CAUSED SUCH INSPECTION TO BE MADE AND WILL BE MADE AND
WILL BE THOROUGHLY SATISFIED THEREWITH, AND AGREES TO TAKE THE
PROPERTY IN ITS PHYSICAL CONDITION "AS-IS, WHERE IS, WITH ALL FAULTS"
AS OF THE DATE OF CLOSING, SUBJECT TO THE EXPRESS CONDITIONS OF THIS
AGREEMENT. SELLER SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY ANY
VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR ANY INFORMATION GIVEN
BY ANYONE PERTAINING TO THE PROPERTY, UNLESS SPECIFICALLY SET FORTH IN
THIS AGREEMENT. IN PARTICULAR, BUT WITHOUT LIMITING THE FOREGOING,
PURCHASER HEREBY RELEASES SELLER FROM ANY AND ALL RESPONSIBILITY,
LIABILITY AND CLAIMS FOR OR ARISING OUT OF THE PRESENCE ON OR ABOUT
THE PROPERTY (INCLUDING IN THE SOIL, AIR, STRUCTURES AND SURFACE AND
SUBSURFACE WATER) OF MATERIALS, WASTES, OR SUBSTANCES THAT ARE OR
BECOME
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REGULATED UNDER OR THAT ARE OR BECOME CLASSIFIED AS TOXIC OR HAZARDOUS
UNDER ANY ENVIRONMENTAL LAW, INCLUDING WITHOUT LIMITATION, PETROLEUM,
OIL, GASOLINE, OR ANY OTHER PETROLEUM, BYPRODUCTS, OR WASTE. AS USED
HEREIN, "ENVIRONMENTAL LAW" SHALL MEAN, AS AMENDED AND IN EFFECT FROM
TIME TO TIME, ANY FEDERAL, STATE, OR LOCAL STATUTE, ORDINANCE, RULE,
REGULATION, JUDICIAL DECISION, OR THE JUDGEMENT OR DECREE OF A
GOVERNMENTAL AUTHORITY, ARBITRATOR OR OTHER PRIVATE ADJUDICATOR BY
WHICH PURCHASE OR THE PROPERTY IS BOUND, PERTAINING TO THE
ENVIRONMENT, INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980, AS
AMENDED, HAZARDOUS MATERIALS TRANSPORTATION ACT AS AMENDED, THE
RESOURCE CONSERVATION ACT AS AMENDED, THE CLEAN AIR ACT, AS AMENDED,
AND THE STATUTES TOGETHER WITH THE RULES ADOPTED AND GUIDELINES
PROMULGATED PURSUANT THERETO, AND ALL SIMILAR STATUTES TOGETHER WITH
RULES ADOPTED AND GUIDELINES PROMULGATED PURSUANT TO THE FOREGOING.
B. PURCHASER ACKNOWLEDGES THAT HAVING BEEN GIVEN A SUFFICIENT OPPORTUNITY
TO INSPECT THE PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN
INVESTIGATION OF THE PROPERTY AND FINANCIAL ANALYSIS OF THE REVENUE
AND EXPENSES THAT MAY BE RECEIVED OR INCURRED IN ARRIVING AT ITS
DECISION TO PURCHASE THE PROPERTY AND THAT PURCHASER IS PURCHASING THE
PROPERTY IN ITS PRESENT CONDITION, "AS IS, WHERE IS", AND SELLER HAS
NO OBLIGATION TO CONSTRUCT ANY IMPROVEMENTS THEREON, OR TO PERFORM ANY
OTHER ACT REGARDING THE PROPERTY, EXCEPT AS EXPRESSLY PROVIDED HEREIN.
C. ANY FACTUAL INFORMATION SUCH AS PROPERTY DIMENSIONS, SQUARE FOOTAGE,
OR SKETCHES SHOWN TO PURCHASER OR SET FORTH HEREIN ARE OR MAY BE
APPROXIMATE AND PURCHASER REPRESENTS TO SELLER THAT THEY HAVE
INSPECTED AND VERIFIED THE FACTS AND INFORMATION PRIOR TO THE
EXECUTION OF THIS AGREEMENT. NO LIABILITY FOR ANY INACCURACIES, ERRORS
OR OMISSIONS IS ASSUMED BY THE SELLER, SELLER'S COUNSEL, THE BROKER OR
OTHER AGENTS.
D. INTENTIONALLY DELETED.
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Page 13
19. NOTICES: All notices, elections, consents, demands and communications
(collectively called "Notices" or individually called "Notice") shall be in
writing and delivered personally or by registered or certified mail return
receipt requested, postage prepaid, express mail or overnight courier, or
facsimile with confirmation received by sender, and, if sent to Purchaser,
addressed to Purchaser at Purchaser's address and, if sent to the Seller,
addressed to the Seller at Seller's address each stated on the signature
page of this Agreement with a copy to the Broker whose address is stated on
signature page of the Agreement. Copies of Notices shall be sent to the
attorneys for the respective parties, at the following addresses:
SELLER: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇
ATTN: GENERAL COUNSEL
PURCHASER: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ESQUIRE
Either party may, by written notice to the other, change the address to which
notices are to be sent. Unless otherwise provided herein, all notices shall be
deemed given when personal delivery is effected or delivery is refused by the
addressee or its agent.
20. NO RECORDING: Neither this Agreement nor any type of memorandum thereof
shall be recorded with the office of the Register of Deeds, Public Records
or with any other governmental agency, and any purported recordation or
filing hereof by Purchaser shall constitute a default on the part of
Purchaser.
21. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between
the parties as to the subject matter hereof and supersedes all prior
understandings and agreements. There are no representations, agreements
arrangements or understandings oral or written between the parties relating
to the
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Page 14
subject matter contained in this Agreement which is not fully expressed or
referred to herein.
22. SUCCESSORS AND ASSIGNS: The provisions of this Agreement shall bind and
inure to the benefit of Purchaser and Purchaser's heirs, legal
representatives, successors and permitted assigns and shall bind and inure
to the benefit of the Seller and its successors and assigns. This Agreement
may not be assigned by Purchaser without prior written consent of Seller.
23. JOINT PURCHASERS: The term "Purchaser" shall be read as "Purchasers" if
more than one person is the Purchaser of the Property, in which case their
obligations shall be joint and several.
24. FURTHER ASSURANCES: Either party shall execute, acknowledge and deliver to
the other party such instruments and take such other actions, in addition
to the instruments and actions specifically provided for herein at any time
and from time to time after execution of this Agreement whether before or
after the Closing, as such other party may reasonably request in order to
effectuate the provisions of this Agreement or to confirm or perfect any
right to be created or transferred hereunder, provided that neither party
shall be required to incur any material expense or additional liability in
connection therewith.
25. SEVERABILITY: If any clause or provision of this Agreement is held to be
invalid or unenforceable by any court of competent jurisdiction as against
any person or under any circumstances, the remainder of this Agreement and
the applicability of any such clause or provision to other persons or
circumstances shall not be affected thereby. All other clauses or
provisions of this Agreement, not found invalid or unenforceable shall be
and remain valid and enforceable.
26. TIME: Time is of the essence of this Agreement.
27. STRICT COMPLIANCE/WAIVER: Any failure by either party to insist upon strict
performance by the other party of any of the provisions of this Agreement
shall not be deemed a waiver of any of the provisions hereof, irrespective
of the number of violations or breaches that may occur, and each party,
notwithstanding any such failure, shall have the right thereafter to insist
upon strict performance by the other of any and all of the provisions of
this Agreement.
28. GOVERNING LAW: The provisions of this Agreement and all questions with
respect to the construction and enforcement thereof and the rights and
liabilities of the parties hereto shall be governed by, and construed and
enforced in accordance with, the laws of the State of Florida.
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Page 15
29. ATTORNEYS FEES: A party to this Agreement who is the prevailing party in
any legal proceeding against any other party brought under or with respect
to this Agreement or the transaction contemplated hereby shall be
additionally entitled to recover all costs and reasonable legal fees
(including paralegal costs and appeal costs) from the non-prevailing party.
30. GENDER: A reference in this Agreement to any one gender, masculine,
feminine or neuter, includes the other two, and the singular includes the
plural, and vice versa, unless the context requires otherwise.
31. CERTAIN REFERENCES: The term "herein", "hereof" or "hereunder" or similar
terms used in this Agreement refer to this entire Agreement and not to the
particular provision in which the term is used. Unless otherwise stated,
all references herein to paragraphs, subparagraphs or other provisions are
references to paragraphs, subparagraphs or other provisions of this
Agreement.
32. CAPTIONS: The captions in this Agreement are for convenience and reference
only and in no way define, limit or describe the scope of this Agreement or
the intent of any provision hereof.
33. NO ORAL CHANGES: This Agreement cannot be changed or any provision waived
orally. ANY CHANGES OR ADDITIONAL PROVISIONS OR WAIVERS SHALL BE SET FORTH
IN A RIDER ATTACHED HERETO OR IN A SEPARATE WRITTEN AGREEMENT SIGNED BY THE
PARTIES.
34. EXHIBITS: All Exhibits described herein and attached hereto are
incorporated herein by this reference for all purposes.
35. DATE OF PERFORMANCE: If any date for performance hereunder falls on a
Saturday, Sunday or other day which is a holiday under Federal law or under
the State law where the Property is located, the date for such performance
shall be the next succeeding business day.
36. COUNTERPARTS: This Agreement may be executed in multiple counterparts all
of which when taken together shall constitute one Agreement.
37. COUNTERPART FACSIMILE EXECUTION: For purposes of executing this Agreement,
a document signed and transmitted by facsimile machine shall be treated as
an original document. The signature of any party thereon shall be
considered as an original signature, and the document transmitted shall be
considered to have the same binding legal effect as an original signature
on an original document. At the request of either party, any facsimile
document shall be re-executed by both parties in original form. No party
hereto may raise the use of
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Page 16
a facsimile machine or the fact that any signature was transmitted through
the use of a facsimile machine as a defense to the enforcement of this
Agreement or any amendment executed in compliance with this paragraph. This
paragraph does not supersede the requirements of the "Notices" paragraph.
38. Intentionally Deleted.
39. Intentionally Deleted.
40. RADON GAS:RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS
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 YOUR COUNTY PUBLIC HEALTH UNIT.
41. IRREVOCABLE OFFER: Purchaser further acknowledges that this Agreement is
executed and delivered by Purchaser pursuant to a real estate marketing
plan executed on behalf of Seller. In consideration of the following: (a)
preserving the integrity of the sales process and assuring that all offers
are made in conformity therewith and in reliance thereon; (b) the monies
spent by Seller to arrange for the sale; (c) the opportunity of the
Purchaser to place an offer to purchase the Property; (d) the promise by
the Seller to sell the Property to Purchaser if this Agreement is accepted
by Seller as hereinafter provided and (e) for other good and valuable
consideration, the receipt and adequacy of which is expressly acknowledged
by Purchaser, including the mutual promises made by each party, this
Agreement constitutes an offer to purchase by Purchaser in accordance with
this Agreement which shall be deemed irrevocable until and cannot be
revoked by Purchaser prior to 5:00 p.m. EST on the third business day after
the date hereof, except as set forth in Section 3.5 above, and cannot be
revoked at any time after being executed by Seller.
Such offer to purchase shall not be deemed accepted by Seller until
executed by Seller or Seller's duly authorized agent prior to revocation
thereof. Notice from Seller or its duly authorized agent to accept or
reject Purchaser's offer under this Paragraph may be given pursuant to the
notice provision in Section 19. Failure of Seller or its duly authorized
agent to notify Purchaser on or prior to the Irrevocable Deadline that
Seller accepts or rejects Purchaser's offer shall not constitute acceptance
or rejection by Seller of Purchaser's offer, but Purchaser's irrevocable
offer shall thereafter become revocable. In the event Seller rejects this
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Page 17
Offer, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties
shall have no further obligation under this Agreement.
IN WITNESS HEREOF, Purchaser and Seller agree that the Date of this
Agreement shall be the date the Seller executes this Agreement.
PURCHASER:
Atlas Flowers, Inc., d/b/a Golden Flowers,
a Florida Corporation
BY: /s/ ▇. ▇▇▇▇▇▇
------------------------------------------------------------
For ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ under Power of Attorney
ITS: President
ATTEST: /s/ ▇. ▇▇▇▇▇▇
--------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ under Power of Attorney
---------------------------------------------------------
(Print Name)
Purchaser's address: ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Purchaser's phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile (▇▇▇) ▇▇▇-▇▇▇▇
Taxpayer ID number of Purchaser:
----------------------------------------
Date Executed:
----------------------------------------
Purchaser's attorney: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Attorney's address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Page 18
This Instrument Was Prepared By:
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, Esq.
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, P.A.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as President and Secretary of Atlas Flowers, Inc.,
d/b/a Golden Flowers, a Florida corporation, has made, constituted and
appointed, and by these presents does make, constitute and appoint ▇▇▇▇▇ ▇▇▇▇▇▇,
true and lawful attorney for him and in his name, place and ▇▇▇▇▇ with full
power and authority to execute any and all documents for the closing of the
purchase of the property located at ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(the "Property") and lease of the adjacent property, giving and granting unto
said attorney full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he might or could do if personally
present, with full power of substitution and revocation, hereby ratifying and
confirming all that said attorney or his substitute shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the 27 day of
September, 1999.
Sealed and delivered
in the presence of
Atlas Flowers, Inc., d/b/a Golden
Flowers, a Florida corporation
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------- ------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President and
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Secretary
----------------------------
STATE OF FLORIDA )
)
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that on this day before me, an officer duly authorized in
the State aforesaid and in the County aforesaid to take acknowledgments,
personally appeared ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as President and Secretary of Atlas
Flowers, Inc., d/b/a Golden Flowers, a Florida corporation, who is personally
known to me or has produced ___________________ as identification and who did
take an oath and be acknowledged before me that he executed the same.
WITNESS my hand and official seal in the County and State last aforesaid
this 27 day of September, 1999.
[SIGNATURE]
------------------------------
NOTARY PUBLIC
(Printed Notary Signature)
OFFICIAL NOTARY SEAL
▇▇▇▇▇ ▇▇▇▇▇▇
NOTARY PUBLIC ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇
MY COMMISSION EXP. JAN. 6, 2000
Page 19
offer, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties
shall have no further obligation under this Agreement.
IN WITNESS HEREOF, Purchaser and Seller agree that the Date of this
Agreement shall be the date the Seller executes this Agreement.
PURCHASER:
Atlas Flowers, Inc., d/b/a Golden Flowers,
a Florida Corporation
BY:
-------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
ITS: President
ATTEST:
---------------------------------------------------
---------------------------------------------------
(Print Name)
Purchaser's address: ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Purchaser's phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile (▇▇▇) ▇▇▇-▇▇▇▇
Taxpayer ID number of Purchaser:
--------------------------
Date Executed:
--------------------------
Purchaser's attorney: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Attorney's address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
SELLER:
Atlantic Bouquet Company, Limited, a Florida Limited
Partnership
General Partners: Continental Farms Management, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇, President
----------------------------------
Its: President
---------------------------------
Limited Partners: Continental Farms Limited
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇, President
----------------------------------
Its: President
---------------------------------
Seller's address: ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
ATTN: W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Seller's attorney: ▇▇▇▇▇ ▇▇▇▇▇▇
ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
SELLER:
Atlantic Bouquet Company, Limited, a Florida Limited
Partnership
General Partners: Continental Farms Management, Inc.
By; /s/ ▇▇▇▇▇ ▇▇▇▇▇, President
------------------------------------
Its: President
-----------------------------------
Limited Partners: Continental Farms Limited
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇,
------------------------------------
Its: President
-----------------------------------
Seller's address: ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
ATTN: W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Seller's attorney: ▇▇▇▇▇ ▇▇▇▇▇▇
ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
SELLER:
Atlantic Bouquet Company, Limited, a Florida Limited
Partnership
General Partners: Continental Farms Management, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇, President
-------------------------------------
Its: President
------------------------------------
Limited Partners: Continental Farms Limited
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇, President
-------------------------------------
Its: President
------------------------------------
Seller's address: ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
ATTN: W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Seller's attorney: ▇▇▇▇▇ ▇▇▇▇▇▇
ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
SELLER:
Atlantic Bouquet Company, Limited, a Florida Limited
Partnership
General Partners: Continental Farms Management, Inc.
By:
-------------------------------------
Its:
------------------------------------
Limited Partners: Continental Farms Limited
By:
-------------------------------------
Its:
------------------------------------
Seller's address: ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
ATTN: W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Seller's attorney: ▇▇▇▇▇ ▇▇▇▇▇▇
ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Page 24
DATE SELLER EXECUTES THIS AGREEMENT: , 1999. ("Date of
--------
Agreement")
BROKER: ▇▇▇▇ Partners
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
LIST OF EXHIBITS:
Exhibit A Legal Descriptions
Exhibit B Personal Property
Exhibit C Title Exceptions
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Page 25
Exhibit A - Real Property Description
-------------------------------------
▇▇▇▇ ▇ ▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ SECTION ONE according to the Plat
thereof, as recorded in Plat Book 113 at page 57 of the Public Records of
Miami-Dade County, Florida.
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Page 26
Exhibit B
. Cooler racks for approximately 30 pallet positions
. Warehouse racks for approximately 30 pallet positions
. 4 x 8-ft bulk preparation table
. 2 rose stripper machines
. 2 foot pedal staplers
. 1 stem-cutter with electric motor
. Bucket conveyor, approx. 110 ft. long
. Table top chain conveyor, approx. 30 ft long
. 4 x 8-ft maintenance table
. 3 metal cabinets with misc. mechanical parts
. Approx. 50 5-gallon plastic buckets
. 5 office desks and 6 chairs
. 16 cafeteria tables 2-6 x 5 ft. with 53 folding chairs
. Water fountain
. File cabinet
. Approx. 20 fire extinguishers
. Operating burglar alarm with control panel and keypad
. Operating fire alarm with control panel and keypad
. Fire extinguisher and emergency light system -- Exit lights, etc.
. All illumination lamps, bulbs, and electrical switches and outlets
. Humidifier system in the coolers and production room
. Plastic curtains, two sets
. All loading platforms to load trucks (2)
. Loading lights (to light the trailers when loading)
. Outside lights, and timer, over the ramp and outside the building
Page 27
Exhibit C - Permitted Title Exceptions
--------------------------------------
Easements and Restrictions as set forth in Plat, filed in Plat Book 113, Page
57, of the Public Records of Dade County, Florida.
Unity of Title filed September 30, 1982, in Official Records Book 11572, Page
750, of the office aforesaid.
Declaration of Restrictions filed April 30, 1979, in Official Records Book
10377, Page 1504, of the office aforesaid.
Easement to Florida Power and Light Company, filed January 5, 1983, in Official
Records Book 11659, Page 1097, of the office aforesaid.
Covenant Running with the Land filed December 2, 1976, in Official Records Book
13494, Page 1853, of the office aforesaid.
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Page 28
ASSIGNMENT, ASSUMPTION AGREEMENT
--------------------------------
AND SECOND AMENDMENT TO LAND LEASE
----------------------------------
This Assignment, Assumption and Second Amendment To Land Lease
("Agreement") made and entered into the __ day of September, 1999, by and
between Atlantic Bouquet Company a/k/a Atlantic Bouquet Co. ("Lessee" and/or
"Assignor"), Atlas Flowers, Inc. d/b/a Golden Flowers, a Florida corporation
("Assignee"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ ("Lessor"). Assignor/Lessee,
Assignee and Lessor are sometimes hereinafter referred to individually as a
"party" and or collectively as the "parties".
WHEREAS, Lessor and Lessee have entered into a written land lease
having an effective date of June 1, 1988, a true and correct copy of which is
incorporated herein and attached hereto as Exhibit "A" ("Land Lease"), where the
Lessor has leased to Lessee, and the Lessee has leased from Lessor certain
unimproved real property consisting of approximately 46,720 square feet more or
less located between 7980 and 8000 N.W 33rd Street, Miami, Miami-Dade County,
Florida, as more particularly described in the attached Exhibit "B" (the
"Premises"), and
WHEREAS, Lessor and Lessee have executed a First Amendment to Land
Lease dated March, 1990, a true and correct copy of which is incorporated herein
and attached hereto as Exhibit "C" ("First Amendment"), and
WHEREAS, the Land Lease and First Amendment, are hereinafter
collectively referred to as the "Lease Documents", and
WHEREAS, Assignor wishes to assign all of its right, title and interest
in and to the Lease" Documents to Assignee and, Assignee wishes to accept such
assignment and has agreed to assume each and every obligation set forth therein
(the "Assignment"). Landlord hereby approves such Assignment and agrees to the
following additional terms and conditions which shall become a part of the Lease
Documents, as set forth herein,
NOW, THEREFORE, for and in consideration of the representations and
warranties set forth herein above, which shall be deemed an integral part of
this Agreement and not merely as recitals thereto, and for Ten Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by each party to the other, the parties agree as follows:
1. Assignment. Assignor hereby assigns to Assignee all of its right
----------
title and interest in and to the Lease Documents and Lessor hereby approve and
accept same. Assignee hereby accepts such Assignment and agrees to be bound by
the terms and conditions of such Lease Documents and has agreed to assume each
and every obligation set forth therein.
Page 29
2. Estoppel Information. Assignor and Lessor hereby represent and
--------------------
warrant that the current monthly rent under the Lease Documents payable to the
Lessor is equal to One Thousand Five Hundred Sixty Three Dollars and 74/100
($1,563.74) per month, payable on the first day of each month, which includes
6.5% sales tax (the "Rent"), that the Rent is paid in full through and including
September 30, 1999, that there is no security deposit being held by Lessor for
and on behalf of Lessee, that there is no advanced rent paid by Lessee or being
held by Lessor, that the Lessee doesn't owe any monies to the Lessor, that the
Lease Documents are in full force and effect, that the current term expires
October 31, 2000 and, that the Lessee is not in default under the Lease
Documents in any way whatsoever (see Estoppel Letter, a copy of which is
incorporated herein and attached hereto as Exhibit "D").
3. Additional Terms and Conditions. The following additional terms and
-------------------------------
conditions shall modify the Lease Documents and are herein agreed to by and
between the parties:
a. Term. The original term ran from June 1998 through October
----
31, 1990, at 11:59 p.m. Additionally, the Land Lease contained the option to
renew for three (3) consecutive terms of five (5) years each, the first renewal
period commencing at 12:00 0'clock p.m. on October 31, 1990. The parties
hereto acknowledge and agree that the first two (2) options have been exercised
and there remains a third option to be exercised. The current expiration date of
the term, including the current second option, is 11:59 p.m. on October 31,
2000. Lessor hereby grants Assignee, in addition to the current third option,
the additional options to renew the Land Lease for three (3) additional
consecutive terms of five (5) years.
b. Rental. On each anniversary date, October 31, the current
------
monthly rent in the amount of $1,468.32, shall be increased by three (3%)
percent. This rental increase is in place of any and all other rental increases
which may be otherwise stated in the Lease Documents and, is not in addition to
such other rental increases.
c. Water. If rain water flow from the Premises becomes an
-----
unreasonable hazard to the existing property bordering the western side of the
Premises (which property is owned by the Lessor), then in such event, Lessee
shall take whatever reasonable steps are necessary to correct such situation.
d. Use. The Premises shall be continuously used and occupied
---
during the term (including all options) for no other purposes than as a storage
lot and/or parking lot for vehicles. Lessor hereby represents and warrants that
there are no individuals or entities other than Assignee with any right to use
of the Premises (except FP&L in accordance with their rights of record).
e. Notices. All notices to Assignee shall be sent to Assignee
-------
at the following address: Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Atlas Flowers, Inc. d/b/a
Golden Flowers, ▇▇▇▇ ▇.▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Telephone: (305)
▇▇▇-▇▇▇▇ and Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, with a copy to Assignee's counsel,
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, Esq., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, P.A., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ and Facsimile: (305)
373-5691.
Page 30
f. Right of First Refusal To Purchase. Landlord hereby
----------------------------------
acknowledges and agrees that the right of first refusal as set forth in Article
VII on pages 18 and 19 of the Land Lease remains in full force and effect at all
times during the term, including all renewal options, including the renewal
options granted in this Agreement.
g. Parking for Lessor. Lessee hereby grants to Lessor the use
------------------
of eight (8) parking spaces on the Premises for the remaining term of the Land
Lease, the location to be designated by Lessee.
4. Conflict. If there exists any conflict between this Agreement and
--------
the Lease Documents, this Agreement shall control.
5. Ratification. The parties hereto hereby ratify and confirm all
------------
other terms and conditions of the Lease Documents which have not been modified
by this Agreement.
6. Lessor Consent. Lessor hereby agrees and consents to the Assignment
--------------
and all terms and conditions of this Agreement and hereby completely and fully
releases Lessee from any further obligations related to or arising out of the
Lease Documents as of the date acknowledged below.
7. Facsimile. This Agreement may be executed by facsimile signature
---------
and in any number of counterparts, which facsimile shall he considered an
original and all counterparts shall be considered one document.
8. Attorney's Fees. If any party to this Agreement brings any
---------------
legal action or proceeding to enforce the terms and conditions hereof, then the
prevailing party in such legal action or proceeding shall be entitled to
recovery from the non-prevailing party of all its court costs, reasonable
attorney's fees and related paralegal fees incurred, including all appeals.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
Atlantic Bouquet Company, a/k/a Atlantic
Bouquet Co., Assignor/Lessee
By: /s/ L. ▇▇▇▇▇ ▇▇▇▇▇, President
-------------------------------
L. ▇▇▇▇▇ ▇▇▇▇▇ President
Page 31
Atlas Flowers, Inc. d/b/a Golden
Flowers, a Florida corporation, Assignee
By:
------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Accepted and Agreed to as of this ____ day
of __________, 1999. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and
▇▇▇▇▇ ▇▇▇▇▇▇, Lessor
By:
------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By:
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
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