Omni real estate letter of intent



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OMNI REAL ESTATE
LETTER OF INTENT

THE FOLLOWING PROPOSAL IS MADE BY FIRST STEP MEDICAL, LLC AND/OR ASSIGNS WITH THE INTENT OF PURCHASING THE PROPERTY AND BUSINESS DESCRIBED BELOW:


ADDRESS: 4384 PURDY LANE, WEST PALM BEACH, FL 33406
OWNER: LIBERTY AND ERNESTO SISON, AND PERFERRED LIFESTYLE, INC.
INCLUDING: LAND (200’ X 128’+/-) IMPROVEMENTS, FURNITURE, EQUIPMENT AND BUSINESS.
PRICE AND TERMS: (ALL CASH TRANSACTION) $400,000.000

DOWN PAYMENT FROM BUYER: $400,000.00

TO BE ARRANGED NEW 1ST MORTGAGE: $ N/A
THE TERMS AND AMORTIZATION OF SAID LOAN SHALL BE OF THE CUSTOMARY TERM AND AMORTIZATION USED IN THE BANKING INDUSTRY FOR SAID TYPE OF LOAN.
*SECOND MORTGAGE HELD BY SELLER $ N/A

AT N/A INTEREST ONLY. BALLOON N/A YEARS:


THIS OFFERING IS MADE SUBJECT TO THE FOLLOWING:


  1. ALL WARRANTIES AS TO TITLE.

  2. BUYER’S INSPECTION AND APPROVAL OF PROPERTY.

  3. ENGINEERING/SURVEY REPORTS.

  4. BUYER’S INSPECTION AND APPROVAL OF ALL BOOKS AND RECORDS, LEASES AND CONTRACTS, AND 3 YEARS OF TAX RETURNS, INCLUSIVE OF CURRENT P&L’S, IF APPLICABLE.

  5. OBTAINING A 1ST MORTGAGE FOR $ N/A

(ALL CLOSING COSTS, SBA GUARRANTEE FEES AND OUT OF POCKET COSTS MAY BE ROLLED INTO THE LOAN).
UPON THE PARTIES EXECUTING THIS LETTER OF INTENT, THE SELLER SHALL, NO LATER THAN TEN (10) CALENDAR DAYS FROM THE EFFECTIVE DATE HEREIN, PROVIDE TO BUYER, THE FOLLOWING DOCUMENTS:


  1. THREE YEARS OF TAX RETURNS FOR 2008, 2009 AND 2010 FOR THAT BUSINESS. ALSO, CURRENT FINANCIAL STATEMENT FOR 2011, IF APPLICABLE.

  2. COMPLETE RESIDENT RENT ROLL SPECIFING RENT PAID, DAY RENT IS DUE, SOURCES OF PAYMENT, AND THE DATE THE RESIDENT WAS ADMITTED.

  3. NAMES OF EMPLOYEES, WAGES PAID, WEEKLY HOURS WORKED, DUTIES AND POSITION. ALSO, A COPY OF THE EMPLOYEE WORK SCHEDULE.

  4. LATEST AHCA SURVEY AND PLAN OF CORRECTION, IF APPLICABLE AND COPY OF STATE LICENSE.

UPON RECEIPT OF THE SELLER’S DOCUMENTATION SPECIFIED HEREIN ABOVE, THE BUYER WILL REVIEW SAME AND SHALL HAVE TEN (10) CALENDAR DAYS TO APPROVE OR REJECT THE DOCUMENTATION. SHOULD THE BUYER REJECT THE DOCUMENTATION THEN THIS LETTER OF INTENT WILL BECOME NULL AND VOID AND ALL ESCROW FUNDS, IF ANY, SHALL BE RETURNED IN FULL TO BUYER. SHOULD THE BUYER APPROVE THE DOCUMENTATION, THEN THE BUYER SHALL PREPARE A FORMAL CONTRACT FOR SALE AND PURCHASE INCORPORATING THE TERMS AND CONDITIONS OF THIS LETTER OF INTENT, AND CONTAINING THE USUAL AGREEMENTS, COVENANTS, REPRESENTATION, WARRANTIES, INDEMNIFICATION AND OTHER PROVISIONS COMMONLY FOUND IN SUCH AGREEMENT TO BUY AND SELL ASSISTED LIVING FACILITIES, WHICH WILL BE PRESENTED TO THE SELLER FOR REVIEW AND EXECUTION.


IF THIS PROPOSAL IS NOT EXECUTED BY ALL PARTIES BY JANUARY 15, 2012, BY 5:00 PM, THEN THIS PROPOSAL WILL BE NULL AND VOID, AND ALL ESCROW FUNDS, IF ANY, SHALL BE RETURNED IN FULL TO THE BUYER. IF SELLER WILL ACCEPT THE TERMS SPECIFIED ABOVE, BOTH BUYER AND SELLER SHALL ENTER INTO A WRITTEN FOR SALE AND PURCHASE CONTRACT AS SPECIFIED ABOVE. SAID CONTRACT SHALL BE PREPARED AND SIGNED BY THE PARTIES WITHIN FIFTEEN (15) CALENDAR DAYS FROM THE EFFECTIVE DATE OF THIS LETTER OF INTENT.
THE PARTIES HERETO UNDERSTAND AND AGREE THAT THIS LETTER IS ONLY A PROPOSAL OR LETTER OF INTENT WHICH SETS FORTH THE PURCHASE

PRICE AND SOME TERMS ON WHICH THE PARTIES ARE AGREEABLE; AND

EACH (BUYER AND SELLER) FULLY UNDERSTANDS THAT UNTIL A FORMAL CONTRACT FOR SALE AND PURCHASE IS EXECUTED BY ALL PARTIES, NONE OF THE PARTIES HEREIN SHALL BE LEGALLY BOUND TO THE TERMS OUTLINED IN THIS AGREEMENT. NOTWITHSTANDING THE ABOVE LANGUAGE, THE SELLER SHALL CONTINUE TO MARKET THE SUBJECT PROPERTY AND TO ACCEPT ANY CONTRACT FOR SALE AND PURCHASE FROM ANY OTHER 3RD PARTIES, WITHIN THE TIME FRAME OF THIS LETTER OF INTENT AND BEYOND.
AS SOON AS THE BUYER HAS APPROVED THE SELLER’S DOCUMENTATION AND NO LATER THAN TWENTY (20) CALENDAR DAYS FROM THE EFFECTIVE DATE OF THIS LETTER OF INTENT, THE BUYER SHALL PROVIDE THE AGENT WITH THE FOLLOWING: BUYER’S RESUME, BUYER’S RECENT CREDIT REPORT AND EVIDENCE OF BUYER’S DOWN PAYMENT. FAILING TO PROVIDE THE AFOREMENTIONED DOCUMENTATION WITHIN THE TWENTY (20) CALENDAR DAYS, OR SHOULD THE DOCUMENTATION PROVIDED BY THE BUYER CLEARLY DEMONSTRATE THE INABILITY OF THE BUYER TO QUALIFY AND SECURE THE REQUIRED SUM TO PURCHASE THIS PROPERTY, THEN THIS AGREEMENT SHALL BECOME NULL AND VOID, AND ALL ESCROW FUNDS RETURNED TO BUYER IN FULL.
THE SELLER AND THE BUYER SHALL ACT IN GOOD FAITH AND USE THEIR BEST EFFORTS TO NEGOTIATE AND ENTER INTO A CONTRACT FOR SALE AND PURCHASE BASED UPON THE TERMS OF THIS LETTER OF INTENT.
IN THE EVENT THAT EITHER PARTY DECIDES, FOR WHATEVER REASON, NOT TO ENTER INTO A WRITTEN CONTRACT FOR SALE AND PURCHASE, PURSUANT TO THIS LETTER OF INTENT, THEN ALL NEGOTIATIONS AND THIS LETTER OF INTENT SHALL BECOME NULL AND VOID. FURTHERMORE, ALL ESCROW FUNDS SHALL BE RETURNED TO THE BUYER, AND EACH PARTY SHALL RELEASE ONE ANOTHER FROM ANY FURTHER LIABILITY FOR THE PERFORMANCE OF THIS AGREEMENT.
UPON THE PARTIES EXECUTING THIS AGREEMENT, THE BUYER SHALL IMMEDIATELY, AND NO LATER THAN FORTY-EIGHT (48) HOURS FROM THE EFFECTIVE DATE OF THIS AGREEMENT, PAY AN ESCROW DEPOSIT AMOUNT

OF $20,000.00. THIS AMOUNT SHALL BE HELD IN ESCROW BY THE BUYER’S ATTORNEY AND AN ESCROW LETTER SHALL BE ISSUED BY THE ESCROW AGENT THAT SUCH ESCROW AMOUNT HAS BEEN RECEIVED WITHIN FORTY-EIGHT (48) HOURS FROM THE EFFECTIVE DATE. FURTHERMORE, THE ESCROW AGENT SHALL NOTIFY THE BROKER, IN WRITING, THAT THE ESCROW AMOUNT HAS CLEARED AND THAT THE AMOUNT IS AVAILABLE IN THE ESCROW AGENT’S TRUST ACCOUNT.


ZONING – VARIANCE - SPECIAL EXCEPTION LAND USE. BOTH PARTIES HEREIN, THE BUYER AND THE SELLER, AGREE THAT THIS AGREEMENT AND SUBSEQUENT CONTRACT FOR SALE AND PURCHASE FULLY EXECUTED BY ALL PARTIES, SHALL HAVE A CONTINGENCY IN FAVOR OF THE BUYER, WHEREAS, THE BUYER SHALL HAVE NINETY (90) CALENDAR DAYS, FROM THE EFFECTIVE DATE OF THE CONTRACT FOR SALE AND PURCHASE, TO OBTAIN, FROM THE PROPER LOCAL ZONING AUTHORITIES HAVING JURISDICTION OVER THE SUBJECT PROPERTY, A SPECIAL EXCEPTION LAND USE OR VARIANCE THAT WILL ALLOW THE BUYER TO OPERATE ON SAID PROPERTY, A DETOX CENTER AND/OR A REHAB CENTER. THE BUYER SHALL BE RESPONSIBLE FOR ANY COST THAT MAY BE REQUIRED, INCLUSIVE OF BUT NOT LIMITED TO: LEGAL FEES, RECORDING AND APPLICATION FEES, PROCUREMENT OF ANY DATA, LAND SURVEYS, INSPECTION FEES, ETC. THE SELLER SHALL BE LIMITED TO PROVIDING THE ZONING AUTHORITIES WITH THE TYPICAL DOCUMENTATION NECESSARY FOR THE BUYER TO SECURE SUCH CHANGE OF LAND USE, PROVIDED THAT IT DOES NOT COST THE SELLER ANY MONEY. SHOULD THE BUYER NOT BE ABLE TO SECURE THE APPROVAL, WITH THE NINETY (90) CALENDAR DAYS, THEN AT THE OPTION OF EITHER PARTY, ANY AND ALL CONTRACTS AND AGREEMENTS BETWEEN THE PARTIES SHALL BECOME NULL AND VOID, AND ALL ESCROW FUNDS RETURNED TO BUYER IN FULL. SHOULD THE PARTIES UNANIMOUSLY DECIDE TO EXTEND THIS CONTINGENCY FOR MORE THAN NINETY (90) CALENDAR DAYS, THEN THE PARTIES MAY ENTER INTO AN AGREEMENT EXTENDING SUCH TIME PERIOD TO A DATE WHICH MAY BE DECIDED AT THE TIME OF THE EXTENSION, TOGETHER WITH THE POSSIBILITY OF COMPENSATION FOR SUCH EXTENSION. THIS CONTINGENCY SHALL BE WRITTEN INTO THE CONTRACT FOR SALE AND PURCHASE SHOULD THE PARTIES PURSUE WITH SUCH AGREEMENT.

THIS COMPLETE AGREEMENT ACCEPTED AND AGREED UPON BY:


______________________________________________ __________________

BUYER: ANDREY ROSSIN DATE

FOR FIRST STEP MEDICAL, LLC


______________________________________________ __________________

SELLER: ERNESTO SISON DATE

______________________________________________ __________________

SELLER: LIBERTY SISON DATE

______________________________________________ __________________

SELLER: PREFERRED LIFESTYLE, INC. DATE

LIBERTY SISON


______________________________________________ __________________

SELLER: PREFERRED LIFESTYLE, INC. DATE

ERNESTO SISON





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