Attached files
file | filename |
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8-K - FORM 8-K - Diversified Restaurant Holdings, Inc. | c03017e8vk.htm |
EX-99.01 - EXHIBIT 99.01 - Diversified Restaurant Holdings, Inc. | c03017exv99w01.htm |
Exhibit 2.01
PURCHASE AND SALE AGREEMENT
This is a legally binding Agreement which stipulates the terms of purchase and
sale of Property. Read carefully before signing. If you have any questions,
consult your attorney before signing.
1. | PARTIES: This Agreement made this 25th day of March, 2010, by and between MCA
Enterprises, Inc., n/k/a MCA Enterprises Brandon, Inc. (hereinafter called the Purchaser), and
Florida Wings Group, LLC (hereinafter called the Seller), |
2. | PROPERTY: Purchaser agrees to buy from Seller and Seller agrees to Sell to Purchaser free and
clear of all liens and encumbrances, by Warranty Deed, good and marketable fee simple title to
the following described property located in the City of Brandon, County of Hillsborough, State
of Florida, commonly known as: 2055 Badlands Drive, Brandon, Florida 33511, and legally
described as: |
Leasehold estate created under that certain Lease by and between Florida
Wings Group, LLC, and MCA Enterprises, Inc., dated December 24, 2003 (the
Lease), filed April 17, 2004, in Official Records Book 13746, page 334,
of the public records of Hillsborough County, Florida.
A portion of Lot 5, BRANDON CROSSROADS A PLATTED SUBDIVISION-NO
IMPROVEMENTS as recorded in Plat Book 95, page 27, of the public records
of Hillsborough County, Florida, being more particularly described as
follows:
Begin at the Westernmost corner of said Lot 5, said point being on the
Southerly right-of-way line of the Crosstown Expressway Extension, run the
following four (4) courses along said right-of-way line: (1) North 62°
4243 East, 81.01 feet; (2) along the arc of a curve to the right 28.43
feet, having a radius of 5043.00 feet and a central angle of 00° 1923
(chord bearing North 69° 2711 East, 28.43 feet); (3) along the arc of a
curve to the right 139.08 feet, having a radius of 2040.00 feet and a
central angle of 03° 5422 (chord bearing North 71° 1441 East, 139.05
feet); (4) North 69° 0644 East, 45.06 feet; thence leaving said
right-of-way line, run along the arc of a curve to the left 322.84 feet,
having a radius of 500.00 feet and a central angle of 36° 5943 (chord
bearing South 26° 3405 East, 317.26 feet); thence South 44° 5110 East,
56.38 feet; thence South 45° 0850 West, 118.77 feet; thence along the
arc of a curve to the right 87.47 feet, having a radius of 300.00 feet and
a central angle of 16° 4221 (chord bearing South 54° 3902 West, 87.16
feet); thence along the arc of a curve to the left 24.89 feet, having a
radius of 300.00 feet and a central angle of 04° 4513 (chord bearing
South 63° 4414 West, 24.88 feet)to a point on said curve; thence North
38° 4301 West, 142.62 feet; thence North 42° 5210 West, 53.83 feet to
a point on a curve; thence along the arc of a curve to the right 37.99
feet having a radius of 50.00 feet and a central angle of 43° 3218
(chord bearing North 11° 3730 East, 37.09 feet) to a point on said
curve; thence North 37° 5116 West, 85.81 feet; thence North 44° 4602
West, 149.78 feet to the Point of Beginning.
subject to existing building and use restrictions, zoning ordinances, rights-of-way, and
easements, if any, also subject to (i) matters which would be disclosed by an accurate survey
of the premises, if any, (ii) matters not objected to by Purchaser under Section 12, below,
and (iii) any items of record existing as of the date. of Sellers acquisition of
the Property (exclusive of any matters related to Sellers financing), which shall all be
deemed to be permitted exceptions.
3. | PURCHASE PRICE: The purchase price for the property shall be the sum of Two Million Five
Hundred Seventy Three Thousand Sixty Two Dollars ($2,573,062.00). |
4. | MANNER OF FINANCING THE PURCHASE PRICE: Purchase shall be financed as indicated by X in
paragraph 4 A, B, C, or D below, and other unmarked financing terms in paragraph 4 A, B, C, or
D, do not apply. ALL PAYMENTS TO SELLER SHALL BE MADE IN CASH, CERTIFIED CHECK, OR BANK MONEY
ORDER. (Check paragraph A, B, C, or D) |
A. CASH
_____. The full purchase price shall be paid at closing upon
execution and delivery of Warranty Deed, subject to the matters permitted
hereby.
B. NEW MTGE XX The full purchase price shall be paid at closing
upon execution and delivery of Warranty Deed, subject to the matters
permitted hereby, however, Purchasers obligations hereunder are
contingent upon Purchasers ability to obtain a 30 year SBA Section 504
mortgage in the amount of Ninety percent of the purchase price on or
before the date the sale is to be closed. Purchaser agrees to make any
necessary application for financing on or before March 28, 2010. This
Agreement is contingent on an appraisal of the Property equal to an
amount not less than the Purchase Price. If Purchaser is unable to obtain
a new mortgage consistent with this provision, Purchaser may elect to
terminate this Agreement. If Purchaser fails to deliver a copy of the
lenders (Check One)
_____
preapproval or XX prequalification
of Purchaser to Seller on or before April 30, 2010, Seller may elect to
terminate this Agreement. If Purchaser fails to deliver a copy of the
lenders firm commitment for said mortgage loan to Seller on or before
the date of closing, Seller may elect to terminate this Agreement.
C. CONTRACT _____
$_____ of the purchase price shall be paid upon
execution and delivery of Land Contract, on the area association or board
of realtors Land Contract for the Sale of Real Estate (Latest Revision)
or other form acceptable to Seller, wherein the balance of $_____
shall be payable in monthly principal and interest installments of
$_____
or more including interest at _____
percent per annum,
interest to start on date of closing and first such payment to become due
30 days after closing date. Said contract shall be due and payable
(balloon) on or before years after closing date, and in addition (Check
One):
____ |
1/12 of Sellers estimate of annual
real estate taxes and assessments shall be payable by Purchaser
each month in escrow with Seller, |
||
OR |
|||
____ |
All real estate taxes and assessments shall be payable when due by Purchaser, |
D. ASSUME _____ Upon execution and delivery of (Check One):
_____
Warranty Deed subject to matters permitted herein and subject to
the existing mortgage,
OR
_____
Assignment and Assumption of Vendees interest in Land Contract,
with
monthly principal and interest installments of $_____ at _____ percent per
annum interest; provided indebtedness is assumable by Purchaser and
provided further that Purchaser obtains for Sellers benefit at or before
closing, a full release of liability from any existing mortgagee and/or
land contract vendor. In the event Purchaser notifies Seller in writing
that a full release cannot be obtained, Seller may elect to either
terminate this Agreement or to proceed with an appropriate indemnity from
Purchaser, but Seller shall not be required to so proceed. Purchaser to
pay the difference (approximately $_____) between the
purchase price and balance of said mortgage or land contract
(indebtedness balance is estimated at approximately $_____), which
Purchaser assumes and agrees to pay. PURCHASER AGREES TO REIMBURSE SELLER
FOR ANY FUNDS HELD IN ESCROW, WHICH MORTGAGE, LAND CONTRACT, AND ESCROW
SHALL BE CURRENT.
5. | ITEMS INCLUDED: ALL BUILDINGS, IMPROVEMENTS, APPURTENANCES, AND LANDSCAPING, IF APPLICABLE
AND PRESENTLY IN THE PROPERTY, ARE INCLUDED IN THE PURCHASE PRICE, including BUT NOT LIMITED
TO THE FOLLOWING: all furniture, fixtures, equipment, T.V. equipment, HVAC equipment, carpet;
lighting fixtures and their shades; drapery and curtain hardware; window shades and blinds;
screens and storms for windows and doors; stationary laundry tubs; water softener (unless
rented);
water heater; heating and air conditioning equipment, water pump and pressure tank;
appliances; awnings; mail box; all plantings; fence(s). The purchase price does not include
the following real property and/or fixtures which are hereby specifically reserved by
Seller: NONE.
The purchase price also includes all items of personal property owned by Seller and
presently in the property. |
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6. | PURCHASERS COSTS: All matters related to, but not limited to, zoning, soil borings,
franchising, use permits, drain easements, rights of way, inspections, environmental audits,
utility installation and availability, mortgage assumption fees, mortgagees title insurance,
closing fees unless this is a cash transaction, all other costs and expenses required by
Purchasers lender, well and septic tests, perk tests, appraisals, pest inspections,
electrical inspections, plumbing inspections, and mechanical inspections, rental licensing,
etc., are to be secured, verified, and paid for by Purchaser unless otherwise specified herein
or in Paragraph 23 of this agreement. Purchaser will pay all costs for title, transfer tax and
closing fees, deed preparation, transfer and recording fees, except costs related to liens or
encumbrances created by Landlord, whether voluntarily or involuntarily. SURVEY: Purchaser will
also provide a Mortgage Report or Stake Survey at Purchasers expense. EXCEPTIONS: NONE
|
7. | SELLERS COSTS: The Purchase Price is to be net to Seller, with Purchaser paying title,
transfer tax and closing fees, deed transfer and recording costs, except for any costs related
to liens or encumbrances created by Landlord. Within thirty (30) days following the date of
this Agreement, Seller shall provide to Purchaser, at Sellers sole cost, an owners policy of
title insurance, without standard exceptions, covering the property in the amount of the
purchase price, from Chicago Title Insurance Company (Tampa office) (813) 249-2468 ext. 3003. |
8. | PRORATIONS: If Sellers responsibility, Condominium and subdivision association assessments
and fees, recycling fees, utility usage charges which cannot be billed separately to the
parties, interest on any existing indebtedness, or other liens assumed by the Purchaser, shall
all be current and prorated equitably to date of closing on the sale. |
9. | SPECIAL ASSESSMENTS: Special assessments which are or become a lien on the property on or
before date of final acceptance of this Agreement shall be paid in full by the Seller at
closing. EXCEPTIONS: NONE. |
10. | TAXES: The parties acknowledge and agree that Purchaser, as tenant under the Lease (defined
in Section 2 above), is solely responsible for taxes in connection with the Property. As such
Purchaser shall be solely responsible for taxes billed to the Property without proration.
EXCEPTIONS: NONE |
11. | ATTORNEY: Purchaser hereby acknowledges that Seller has recommended to Purchaser that
Purchaser retain an attorney to pass upon the marketability of the title to the property, to
review the details of the sale, and to determine whether or not the details of the sale of the
property have been strictly adhered to, before the transaction is closed. |
12. | CLOSING: The sale shall be closed within five (5) days after all necessary closing documents
are ready; provided, however, that if title defect(s) exist(s) and Seller is notified of same,
in writing, thirty (30) days from Sellers receipt of such notice shall be allowed Seller to
cure such defect(s), in default of which this Agreement shall terminate, unless Purchaser
agrees to waive such title defect in writing, or unless otherwise agreed to in writing between
Purchaser and Seller. PROVIDED, HOWEVER, that in any event, the sale shall be closed on or
before April 30, 2010, or this Agreement may be declared null and void by Seller. |
13. | POSSESSION: The Seller shall deliver and the Purchaser shall accept possession of said
property at closing, subject to the rights of present tenants, if any. |
14. | AS IS: PURCHASER HAS PERSONALLY EXAMINED THIS PROPERTY, AND PURCHASER AGREES TO ACCEPT THE
PROPERTY AS IS IN ITS PRESENT CONDITION AND AGREES THAT, EXCEPT AS SPECIFICALLY STATED
HEREIN, THERE ARE NO OTHER OR ADDITIONAL WRITTEN OR ORAL UNDERSTANDINGS, WARRANTIES OR
REPRESENTATIONS WHICH HAVE BEEN MADE BY SELLER TO PURCHASER. |
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15. | INSPECTION: This offer is not contingent upon Purchaser obtaining a satisfactory
inspection of the property. |
16. | DISCLOSURE STATEMENT: Purchaser and Seller acknowledge that if the Seller is required by law
to provide a disclosure statement to Purchaser in connection with the sale and purchase of
certain real property in Florida, including residential real estate, therefor (Check One): |
____ |
Purchaser acknowledges that a Seller Disclosure Statement has already been
provided to Purchaser, OR |
||
____ |
A Seller Disclosure Statement will be provided by Seller to Purchaser within
five (5) days after the date of this Agreement. Purchaser will have 72 hours after
delivery of said Disclosure Statement to cancel this Agreement by delivering written
notice to Seller if said Disclosure Statement is delivered in person, and 120 hours
after delivery of said Disclosure Statement to cancel this Agreement by delivering
written notice if said Disclosure Statement is delivered by registered mail, if
conditions unacceptable to Purchaser are disclosed therein. |
17. | GOOD FAITH DEPOSIT: Purchaser herewith deposits ZERO Dollars ($0 00), The Purchase
Price will be paid at closing |
18. | ASSIGNMENT: Purchaser shall not assign or transfer this Agreement or any of Purchasers
interest herein without the prior written consent of Seller. |
19. | ATTORNEYS FEES: Each party is responsible for its own attorney fees for the closing of this
transaction. However, in the event of a default by either of the parties in their performance
of the terms and conditions of this Agreement, the defaulting party agrees to pay all
attorneys fees and costs reasonably incurred by the non-defaulting party in any court action
to enforce the non-defaulting partys rights hereunder. |
|
20. | [PURPOSEFULLY DELETED] |
21. | RISK OF LOSS: Prior to closing of this sale, all risk of loss shall remain with the Seller.
In addition, should the premises be materially damaged by fire or other cause prior to
closing, this Agreement shall be voidable at the option of the Purchaser. For purposes of this
Agreement materially damaged shall mean damage in excess of ten percent (10%) of the value
of the premises. |
22. | SELLER UNDERSTANDS THAT CONSUMMATION OF THE SALE OR TRANSFER OF THE PROPERTY DESCRIBED IN
THIS AGREEMENT SHALL NOT RELIEVE THE SELLER OF ANY LIABILITY THAT THE SELLER MAY HAVE UNDER
THE MORTGAGE(S) OR OTHER INDEBTEDNESS(ES) TO WHICH THE PROPERTY IS SUBJECT UNLESS OTHERWISE
AGREED TO BY THE LENDER OR REQUIRED BY LAW OR REGULATION. |
23. | OTHER PROVISIONS: Seller shall transfer to Buyer good and marketable title to any and all
interest Seller may have in Brandon Crossroads Association, Inc., free and clear of all liens,
encumbrances and restrictions whatsoever. |
SIGNATURE PAGE TO FOLLOW
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24. | RECEIPT OF A COPY OF THIS AGREEMENT IS ACKNOWLEDGED BY THE PURCHASER AND SELLER. |
WITNESSES:
|
PURCHASER: | |||
/s/ JASON CURTIS
|
/s/ T. MICHAEL ANSLEY
|
|||
MCA Enterprises Brandon, Inc. | ||||
PURCHASERS ADDRESS:
|
27680 Franklin Road Southfield, MI 48034 |
|||
Phone:
|
(248) 223-9160 | |||
WITNESSES:
|
SELLER: | |||
/s/ LEE REYNEBEAU
|
/s/ PAUL KLISTER
Florida Wings Group, LLC |
|||
SELLERS ADDRESS:
|
738 Ford Street Kimberly, WI 54136 |
|||
Phone:
|
(920) 830-9646 |
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