REAL ESTATE SALES CONTRACT
(Approximately 1,126.64 Acres
Of Sections 2 & 3 in Township 36 North, Range 66 East,
Located at I-80 and Nevada State Highway 233,
Oasis, County of Elko, State of Nevada)
This AGREEMENT is entered into December 14 , 1995, by and between SOLAR
LOGOS FOUNDATION, a Nevada non-profit corporation, (hereinafter referred to as
"Seller") and Oasis International Hotel & Casino, Inc. a Nevada Corporation, and
Oasis International Corporation, a Nevada Corporation, (hereinafter referred to
jointly as "Purchaser").
In consideration of the respective agreements hereinafter set forth,
and for good and valuable consideration, the receipt of which is hereby
acknowledged, and intending to be legally bound hereby, Seller and Purchaser
agree as follows:
1. Property. Seller shall sell and convey to Purchaser and Purchaser
shall purchase from Seller, the real property (hereinafter "Property") described
in Exhibit "A" attached hereto, and by this reference incorporated herein, which
real property is generally described as approximately 1,126.64 acres of Sections
2 & 3 in Township 36 North, Range 66 East, located at I-80 and Nevada State
Highway 233, Oasis, County of Elko, State of Nevada, including all water rights
and shares that pertain to the property.
2 Price. The purchase price is One Million Four Hundred Fifty Thousand
Dollars ($1,450,000.00) and shall be paid as follows:
a. Ten Thousand and No/100 Dollars ($10,000.00) as a non-refundable
earnest money deposit to be placed in an escrow account at American Title
Company in Elko, Nevada, upon execution of this agreement. The Escrow officer is
instructed to release these funds to Seller, if Purchaser, upon no fault of the
Seller, chooses to cancel the aforementioned escrow.
b. Ten Thousand and No/100 Dollars ($10,000.00) as an additional
earnest money deposit to be placed in an escrow trust account at American Title
Company in Elko, Nevada, upon execution of this agreement. This amount is
subject to the liquidated damages clause in Paragraph 20 herein.
c. Nine Hundred Thousand and No/100 Dollars ($900,000) as a note
secured by a new first deed of trust in favor of Seller encumbering that portion
of the subject property described in Exhibit "B", attached hereto, and by this
reference incorporated herein, and securing a note with quarterly payments
beginning January 1, 1996, interest only for the first three years at an annual
rate of seven percent (7%). The remaining quarterly installments on the note
shall each be principal and interest in the amount of Thirty One Thousand Four
Hundred Seventy Four and 88/100 ($31,474.88) Dollars, commencing January 1,
1999, and continuing until January 1,
2006, when all remaining principal and interest shall be due. Purchaser's
performance pursuant to said note, as well as any and all other performance
required of Purchaser under this agreement, will also be secured by a UCC-1
Financing Statement, as well as by the recording of a lien against the title to
the dump truck referenced in Exhibit "D", which exhibit is attached hereto and,
by this reference, incorporated herein, executed by the Purchaser to the Seller,
granting to the Seller a security interest in certain equipment transferred to
Purchaser by this Agreement. For purposes of valuation, if Purchaser should wish
to have the lien on the dump truck released, it is hereby agreed that the dump
truck and snow plough, which is mounted on the dump truck, are valued together
at Three Thousand and No/100 ($3,000.00) Dollars. A default in the performance
of this Agreement, or any of the related agreements reference in this paragraph
or in Paragraphs 24 and 26, or in the performance of the Promissory Note
evidencing the deferred balance of the purchase price provided herein shall
constitute a breach and violation of all of the agreements and Seller may elect
any such remedies as may be provided by such documents.
Exhibit "B" contains a reference to approximately 51.24 acres
that is excepted from the legal description contained in Exhibit "B". Prior to
Closing, and immediately upon obtaining a legal description for said
approximately 51.24 acres, said legal description will be added to Exhibit "B",
and Exhibit "B" with the full legal description of the approximately 51.24 acres
shall serve as the legal description of the property encumbered by the deed of
trust contemplated herein.
d. Five Hundred Thirty Thousand and No/100 Dollars ($530,000.00) as the
balance of the purchase price in cash at closing.
3. Assessments and Fees. Seller shall pay all assessments and fees
which become due or owing on the property on or before the date of closing,
including, but not limited to, sewer use fees, water bills, and leases. Real
property taxes, will be prorated pursuant to Paragraph 10, hereinbelow.
Purchaser shall be responsible for all assessments and fees which become due or
owing after the date of closing.
4. Insurance. Purchaser shall provide fire and extended coverage
insurance with an adequate amount to replace existing buildings on the property
after the date of closing. Purchaser shall also obtain a policy of general
liability insurance covering the property and naming Seller as Additional
Insured.
5. Title Conveyance. Seller agrees to allow Purchaser to make
substantial principal reductions, in addition to the quarterly installments
required under Paragraph (C) hereinabove, on the note secured by the deed of
trust in favor of seller, without prepayment penalties, and Seller shall
reconvey to Purchaser the following parcels, which parcels are shown on Exhibit
"C", attached hereto, and by this reference incorporated herein, upon the
following principal reductions:
a. Upon an additional principal reduction on the note in the amount of
Two Hundred
Fifty Thousand and No/100 Dollars ($250,000.00), and the Purchaser obtaining a
proper legal description (hereinafter "Legal Description"), of the approximate
79.38 acre tract of land where the mobile home park is currently situated.
Seller shall execute a reconveyance for said portion back to Purchaser and
discount the note accordingly.
b. Upon a further additional principal reduction on the note in the
amount of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) and the
Purchaser obtaining a legal description of the 80.37 acre residential tract, the
47.43 acre tract zoned C-2, and the 5.05 acre tract zoned light industrial, all
as shown on Exhibit "C", and the 222.98 acre tract with open zoning. Seller
shall execute a reconveyance for those portions back to Purchaser and discount
the note accordingly.
c. Upon a further additional principal reduction on the note in the
amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) and the
Purchaser obtaining a legal description of the tract of 226.42 acres west of
State Road 233 and north of I-80, Seller shall execute a reconveyance for that
portion of the subject property back to Purchaser and discount the payments
under the note accordingly.
d. Upon a further additional principal reduction on the note in the
amount of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), or such
other amount as may be required at such time to pay in full all principal and
interest then owing on the note, and the Purchaser obtaining a legal description
for the remaining tract of approximately 397.24 acres of raw land South of I-80,
Seller shall execute a reconveyance for that last portion of the subject
property back to Purchaser and return to Purchaser all the original loan
documents and trust deeds recorded on the property.
e. At closing, Seller shall convey to Purchase free of the said deed of
trust, title to approximately 51.24 acres as more fully described as the
"exception" on Exhibit "B".
For the purposes of this agreement, Exhibit "C" is intended to be an
exhibit and reference only, and not a legal description.
If Seller is unable, by the closing date, to convey to Purchaser a good
and marketable title to the Property as required herein, Purchaser will have the
option of (a) closing the transaction herein contemplated on the terms herein
provided and accepted, in full satisfaction of Sellers obligation hereunder,
such title as Seller can convey, or (b) canceling this agreement, in which event
neither Seller nor Purchaser shall thereafter have any further duty or liability
to the other hereunder, and all monies deposited into escrow by Purchaser shall
re returned to Purchaser, provided, however, that, before Purchaser shall have
the right to exercise option (b) of this Article, Purchaser shall notify Seller
of any alleged defects in the title and, Seller may extend the closing date an
additional five (5) business days to afford it an opportunity to remedy the
alleged defect or defects claimed as the basis for such cancellation.
6. Warranties. Seller hereby represents and warrants to Purchaser, as
of the date hereof, and upon delivery of the deed, that to the best knowledge of
Seller, the Property is, and will be, in full compliance with all applicable
fire, building, zoning, and other codes, laws, and ordinances, and there are no
material structural defects on the property of which Seller is presently aware,
there are no outstanding contracts for improvements to the Property or any
litigation pending or threatened against Seller arising out of or affecting
ownership, transfer or use of the Property.
7. Title Insurance Policy. Seller agrees to pay for and provide
Purchaser at Closing with a current standard form owner's policy of title
insurance in the amount of the total purchase price. The title policy shall
conform with Seller's obligations as described herein.
8 Disclosure. Seller shall give Purchaser and its agents full access to
the Property and shall immediately make available to Purchaser and its agents
And all documents and information requested by Purchaser that reasonably relate
to the Property.
Seller hereby warrants that it has provided Purchaser with all
information reasonably related to the value of the Property or to title to the
Property that Seller is presently aware of.
Prior to closing, Seller shall immediately inform Purchaser of any
additional information regarding the value of the property or title to the
Property of which Seller becomes aware.
Seller has furnished to Purchaser a "Limited Phase 2" environmental
inspection covering all of the property. Purchaser acknowledges that Purchaser
has had sufficient time to make its own determination in regard to the
reliability of said inspection and in accepting said inspection, Purchaser is
not relying on any representations of Seller.
9. Risk of Loss. The Seller will bear the risk of loss or damage to the
property by fire or otherwise until the delivery of the deed, and until such
time, Seller shall maintain all existing fire and extended coverage insurance on
the Property. If any of the buildings are destroyed or damaged by fire or other
casualty, and are not restored to their present condition before delivery of the
deed, Purchase will have the option of either (a) accepting title to the
Property and receiving the benefits of all insurance monies recovered on account
of such destruction or damage, up to the amount of the purchase price, or (b)
rescinding this Agreement, in which latter case all sums theretofore paid on
account of the purchase price shall be returned to Purchaser; provided, however,
that before Purchaser shall have a right to exercise option (b) of this Article,
Purchaser shall notify Seller of Purchaser's desire to exercise option (b), and
Seller, at Sellers sole discretion, shall have an extension of thirty (30)
calendar days to afford it an opportunity to repair such damage.
10. Closing. This transaction shall be closed on or before December 27,
1995, unless extended pursuant to Paragraph 5(e), hereinabove. Closing shall
occur when: (a) Purchaser and Seller have signed and delivered to the title or
escrow company all documents
required by this contract, by written escrow instructions and by applicable law;
and (b) the monies required to be paid under this contract have been delivered
to the escrow or title company in the form of either cashier's check or
collected or cleared funds. Seller and Purchaser shall each pay one-half (1/2)
of the escrow closing fee. Real property taxes and assessments related thereto
for the current year and rents shall be prorated as of the closing date. A
schedule of unearned deposits on tenancies held by Seller shall be give to
Purchaser at Closing and the total amount of such deposits shall be applied as a
credit to the cash portion of the purchase price to be paid by Purchaser at
Closing.
11. Purchaser's Lien. All sums paid on account of this agreement are
hereby made liens hereunder.
12. Fixtures, Furnishings, Inventory and Appliances. This sale includes
any and all of the following items now on the property that are owned by Seller;
all items as identified on Exhibit "D" attached hereto, as well as
refrigerators, stoves, light fixtures, window treatments, water heaters,
heating, plumbing and electrical Systems and fixtures; storm and screen windows
and doors, exterior television antennas, exterior trees, shrubs and plantings.
Seller represents that there are no leased fixtures in the Property,
except for the telephone system, the fuel tank monitoring system, one Chevron
sign, two leases relating to billboards located on the property, and a lease
pertaining to certain slot machines on the property, and Seller further
represents that all of the above fixtures, furnishings, appliances and systems
will be in a good condition or working order at the time the deed is delivered
as they are on the date of this Agreement, and with respect to trees, shrubs and
plantings, damage by the elements excepted. Purchaser shall take the telephone
system and said sign subject to said leases, and shall assume the position of
New Frontiers Natural Foods I, as it appears in the leases pertaining to
billboards. It is the belief of the parties hereto that said leases can either
be assigned or that the leased property can be taken subject to said leases.
After the last close of business prior to Closing, Seller shall value
the inventory of all goods held for resale and all operating supplies held for
use in the normal course of business and shall provide Purchaser with the value
of said inventory at the Closing. The value of said inventory shall not be less
than Thirty Thousand Dollars ($30,000.00), and shall be subject to Purchaser's
right to refuse acceptance thereof of certain craft items and publications.
Purchaser shall pay at Closing the excess value of inventory accepted by
Purchaser above Thirty Thousand Dollars ($30,000.00).
13. Possession. Seller shall deliver exclusive possession of the
Premises, broom clean and all keys, to the Purchaser or Purchaser's agent within
24 hours of closing. Seller shall have 60 days after closing to remove any
personal property not being transferred to Purchaser.
14. No Oral Agreements. This written agreement constitutes the entire
contract between the parties and, except as otherwise stated herein, no
statements, promises or
understanding not embodied in writing shall be effective.
15. Succession. This Agreement shall be binding upon and shall inure to
the benefit of their heirs, successors, personal representatives, successors and
assigns of the parties.
16. Non-Foreign Affidavit. Seller represents that Seller is not a
"foreign person" as defined in Section 1445 of the Internal Revenue Code and
agrees to deliver within ten (10) calendar days after the date of this
Agreement, a "non-foreign affidavit" as provided in said Section 1445. If the
Seller fails to deliver such an affidavit at the Closing or if the Purchaser has
actual knowledge or receives notice that such an affidavit is false as provided
in subparagraph (b) (7) of said Section 1445, then the Purchaser may withhold up
to ten percent (10%) of the sales price in accordance with the provisions of
sections 1445.
17. Sale or Encumbrance. After the execution of this Agreement, Seller
shall not engage in or permit any sale, assignment, disposition, or encumbrance
of the Property, or any part thereof.
18. Amendments. Except as otherwise provided herein, this Agreement may
be amended or modified only by a written instrument executed by Seller and
Purchaser.
19. Enforcement. In the event either party hereto fails to perform any
of its obligations under this Agreement, or in the event a dispute arises
concerning the meaning or interpretation of any provision of this Agreement, the
prevailing party shall be entitled to recover from the other party any and all
costs and expenses incurred by the prevailing party in enforcing or establishing
its rights hereunder, including, without limitations, court costs and reasonable
attorney's fees.
20. Default. If Purchaser defaults, Seller may elect to either retain
the Earnest Money deposit as liquidated damages or to return the Earnest Money
deposit and sue Purchaser to enforce Seller's rights. If Seller defaults,
Purchaser may elect to either accept from Seller the return of the Earnest Money
deposit, or to sue Seller for specific performance and/or for damages. If
Purchaser elects to accept the liquidated damages, Seller agrees to cause the
liquidated damages to be paid to Purchaser upon demand.
21. Survival of Representations and Warranties. All representations and
warranties made by the respective parties contained herein or made pursuant to
this Agreement are intended to and shall remain true and correct, shall be
deemed to be material, and shall continue and survive the execution and delivery
of this Agreement, the delivery of the deed, and the transfer of title. All
statements contained in any certificate, document or other instrument delivered
or provided at any time by or on behalf of Seller in conjunction with the
transactions contemplated herein shall constitute such representations and
warranties.
22. Broker and Agent Disclosure. Purchaser and Seller acknowledge that
Wardley Better Homes and Gardens, with Steve Brown as the agent, represented
both parties at the signing of this contract.
23. Recording of Agreement. This Agreements may be recorded by either
party.
24. Existing Water Rights. During the term of the Note secured by a
deed of trust in favor of Seller, Purchaser shall maintain any and all existing
water rights on the property in good standing and shall not transfer and/or
remove any existing water permits until the last remaining parcel is reconveyed
back to Purchaser. This Agreement is contingent upon Purchaser and Seller
signing an agreement relating to water rights and the tracts identified in
Exhibit "A" prior to closing.
25. Time is of the Essence. Time is of The essence regarding the dates
set forth in this transaction. Extensions must be agreed to in writing by all
parties. Performance under each paragraph of this agreement which references a
date shall be required by 5:00 p.m., Mountain time on the stated date.
26. Existing Real Property Leases. Purchaser is made aware that all of
the Property is currently leased to New Frontiers Natural Foods I, a Nevada
corporation, and Seller shall at Closing shall cause any and all New Frontiers'
rights in and to the property to be assigned to Purchaser. However, in addition
to Purchaser's performance as required by this Agreement, including, but not
limited to, the contingency, referenced in Paragraph 24, hereinbelow, the
Closing contemplated by this Agreement is also contingent upon Purchaser, prior
to Closing, entering into an agreement with New Frontiers Natural Foods I, that
will incorporate, among other things, the dispositions of the leases referenced
in Paragraph 12, hereinabove.
27. Existing CCR's Affecting Mobile Home Park. Prior to full
reconveyance of the property back to Purchaser as set forth in Paragraph 4,
herein, Purchaser shall not terminate and/or amend the Rules and Regulations
relating to the mobile home park without the written approval of Seller.
28. Authority. Purchaser represents that the person signing for
Purchaser hereunder is duly authorized by Purchaser to execute this agreement on
behalf of Purchaser and that each corporation affixing its signature hereunder,
as Purchaser, is currently existing and in good standing with the State of
Nevada. Purchaser shall provide, prior to the execution of this Agreement, a
resolution from each participation corporation authorizing the undersigned
person to execute this agreement and any and all other instruments necessary to
carry out the purposes intended herein.
29. Notices. Seller's address for receipt of all notices and payments
shall be:
P.O. Box 2008
Buellton, California 93427
with a copy of each such notice sent to:
P.O. Box 2278
Salt Lake City, Utah 84110
Purchaser's address for receipt of all notices shall be:
Oasis International Corporation
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
PURCHASER:
Oasis International Hotel & Casino, Inc.
BY: /s/ Steven A. Christensen as president
Title: President
NOTARIZATION OF PURCHASER'S SIGNATURE:
State of Utah
County of Salt Lake
On this 14 day of December, 1995, before me Steven A. Christensen a notary
public, personally appeared Steven A. Christensen, personally known to me to be
the person whose name is subscribed to this instrument, and acknowledged that he
was authorized to and did execute the same on behalf of Oasis International
Hotel & Casino, Inc.
/s/ Brandi Flinders
Notary Public
My Commission Expires:
June 7, 1999.
PURCHASER:
Oasis International Corporation
BY: /s/ Steven A. Christensen as president
Title: President
NOTARIZATION OF PURCHASER'S SIGNATURE:
State of Utah
County of Salt Lake
On this 14 day of December, 1995, before me Steven A. Christensen a notary
public, personally appeared Steven A. Christensen, personally known to me to be
the person whose name is subscribed to this instrument, and acknowledged that he
was authorized to and did execute the same on behalf of Oasis International
Corporation.
/s/ Brandi Flinders
Notary Public
My Commission Expires:
June 7, 1999.
SELLER:
Solar Logos Foundation
BY: /s/ Solar Logos Foundation by N D Paulsen
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of Santa Barbara
On 12-16-95, before me S. Whitford, Notary Public, personally appeared Norman D.
Paulsen, personally known to me to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person, or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ S. Whitford
Signature of Notary
Exhibit A
All that certain lot, piece of parcel of land owned by Seller that is situate in
the County of Elko, State of Nevada, described as follows:
PARCEL 1: TOWNSHIP 36 NORTH, RANGE 66 EAST, MDB&M
Section 2: Lots 1, 2, 3 and 4; S1/2N1/2; SE1/4; N1/2SW1/4;
SE1/4SW1/4
PARCEL 2: TOWNSHIP 36 NORTH, RANGE 66 EAST, MDB&M
Section 3: ALL
PARCEL 3: TOWNSHIP 36 NORTH, RANGE 66 EAST, MDB&M
Section 2: SW1/4SW1/4
Exhibit B
All that certain lot, piece or parcel of land owned by Seller that is situate in
the County of Elko, State of Nevada, described as follows:
PARCEL 1: TOWNSHIP 36 NORTH, RANGE 66 EAST, MDB&M
Section 2: Lots 1, 2, 3 and 4; S1/2N1/2; SE1/4; N1/2SW1/4;
SE1/4SW1/4
PARCEL 2: TOWNSHIP 36 NORTH, RANGE 66 EAST, MDB&M
Section 3: ALL
PARCEL 3: TOWNSHIP 36 NORTH, RANGE 66 EAST, MDB&M
Section 2: SW1/4SW1/4
EXCEPTING THEREFROM approximately 51.24 acres, the legal description of
which will be provided prior to Closing.
Exhibit C
See Form SE filed with Commission on 1/11/96.
Exhibit D
GENERAL PARK EQUIPMENT
1972 John Deere 40 Wheel Tractor
(actually, older than 1972) SN 66255
1990 Baltimore 80 Seeder
Lawn Mower SN 113084; MODEL 17-C15-711
Post Hole Auger SN 5303; MODEL 17
Massey Furgeson 20 Back Hoe SN 1687007048; MODEL MF32
Ford Dump Truck VIN F61ERN85007
Snow Plough attachment #58496
Adams Motor Grader SN 4539; MODEL 550
STORE
1 Casio 2108 Cash Register SN 4202199; MODEL CE2108
2 Display Cases (Register Area)
1 Wood Craft Display Rack
1 Wire Craft Display Rack
1 True 2-door Beer Case SN 85906
1 Safe GARY SAFE CO.
3 8-foot Gondolas
2 Schaeffer Display Chest Freezers
5 Gondola End Caps
1 Wood Display (Package Nuts)
1 Peg Board Display/Storage Unit
1 Wood Register Stand
1 12-foot Shelf Display Unit (Hallway)
1 Wood Shelf (Blankets, Fuel Desk)
CAFE/DELI
7 Booths and Benches
3 Tables
8 Chairs
1 2-door True Deli Case SN 144401
1 GE Turntable Microwave Oven SN 6499567; MODEL JE51030TW001
1 Star Roller Grill SN121205178; MODEL 125
1 Stanley Doucette Pie Case
1 Ice Maker and Bin SN 80754C-C30;
MOD. CM12001E-310
1 Kelvinator Ice Cream Storage Freezer
1 6 X 8 Walk-in Refrigerator
2 2-lamp Heat Lamps
1 Chest Freezer SEARS COLDSPOT 27
1 Single Door Whirlpool Upright
Freezer (Store Room) MODEL EC-12V-1
1 2-door Upright Freezer (Store Room) SN 187055
Misc. Cups, Glasses, Dishes, Silverware
Misc. Cooking Utensils, Pots, Pans and Trays
1 Dean 2-basket Deep Fryer SN 95169094
(EXHIBIT D, Page 2)
1 Steam Table (Used as Cold Table) SN 4132
1 12" Charbroiler
1 Combo Grill/Range/Oven
1 Hood Fan Exhaust System
1 Stainless Steel Prep Table
1 2-Hole Vege Prep Sink
1 3-Hole dishwashing Sink
1 Single Door GE Refrigerator SN 60757279
1 Globe Slicer SN 211231
1 Ansel Hood Fire Protection System
1 Hank Sink
1 Water/Ice Station w/Small Stainless Sink
CHEVRON
1 Cigarette Display Rack
DTS 400 Cash Register SN AD4-11961
1 Wood Register Stand & Storage Unit
1 Mop Rack
1 Tolkheim 179DP-12 Gas/Diesel Consol SN 070-179-05143
1 Tolkheim 176 A Printer SN 045-176-06900
1 Electric Neon Open Sign SN 1193
1 CB Radio and Antennae
5 Chevron Trash Cans
4 Chevron Windshield Brush Units
1 Tolkheim Power Center SN 014-95-10882
1 350 Tank Leak Detection System SN 40521-497005001
4 Fuel Tanks (3-10,000; 1-8000)
1 Amerex Model 4880 Dry Chemical Fire Extinguisher
1 Tolkheim Computer Model SN 100-98-08174
MOTEL/LAUNDROMAT
2 Double Rooms
3 Single Rooms
Miscellaneous Furniture
2 Coin Washers SN 959C721; 959C728
2 Coin Dryers SN 180154; S12G52765
OFFICE
6 Desks
5 Chairs
3 4-Drawer File Cabinets
1 2-Drawer File Cabinet
1 286 IBM Compatible Computer SN 61212735
1 8088 IBM Compatible Computer
1 Wide Carriage Printer SN 3100892
1 Konica Model 1503 Copier SN 8624541