Reso 2012-1861 - Laserfiche WebLink

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PURCHASE AND SALE AGREEMENT TillS P~CHASE AND SALE AGREEMENT ("Agreement") is made and entered into as of 06lOM 1, , 2011 ("Effective Date") by and among Chateau Beach LLC, a Florida limited liability company ("Purchaser") and The Gold Club Inc. a Florida COIporation AKA "Gold Club Inc." ("Seller"), whose address for purposes hereof is 255 Sunny Isles Blvd, Sunny Isles Beach, FL 33 160. Recitals Seller is the owner and holder of Twenly Thousand (20,000) square feet of development rights (the Development Rights"), and is ready, wiUing and able to sell the Development Rights to Purchaser, upon the lerms set forth herein. In consideration of Ihe mutual covenanls, conditions, and agreements set forth below, end other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. Recitals. The foregoing recitals are true and are incorporated by this reference as if set out in full in the body of this Agreement. 2. Purchase Transaction. Purchaser shall purchase and SelIer shall sell the Development Rights inexchange for Ihe sum of Five Hundred Thousand dollars (S500,000.00). 3. Deoosit Upon the execution of this Agreement by both parties ("Effective Date") Pl1TChaser shall place in escrow with Alex D. Sirulnik, P.A. ("Escrow Agent") the sum of One Hundred Thousand dollars (SIOO,OOO.OO) ("Deposit"). 4. Due DiliRence Period. Purchaser shall have a period of 15 business days ("Due Diligence Period") from the Effective Date to conduct any and all inspections Pl1TChaser deems appropriate relating to the Development Rights. Seller shall cooperate with Purchaser with any reasonable request by Purchaser during the Due Diligence Period, including delivery of any documents evidencing Seller's ownership of the Development Rights. If Purchaser is not satisfied with the resulls of Purchaser's investigations, in its sole discretion, Purchaser may terminate this Agreement by delivering written notice to Seller prior to expiration of the Due Diligence Period and upon delivCI)' of such notice, Purchaser shall be entitled In the return of Purchaser's deposit without the requirement of further authorization from Seller. Ifpurchaser does not tenninate this Agreement prior to the expiration of the Due Diligence Period as sel forth herein, Pun:haser acknowledges that the total Deposit in the amount of SIOO,OOO.OO, as set forth in Paragraph 4 above shall be fully earned by Seller and shall be non-refundable to Purchaser. 5. Closin. Date The closing of this trnosaction shall take place within 30 business days from expirntion of the Due Diligence Period. Notwithstanding the foregoing, the Closing and Purchaser's obligation 10 purchase Ihe Development Rights shall be conditioned upon the City of Sunny Isles ._ 0" _.. or_.. 0" ~.,,", ofCollio. A_.. ~