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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report February 24, 1998
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THE SOUTHSHORE CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 0-19949 84-1153522
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State or other jurisdiction Commission (I.R.S. Employer
of incorporation File Number Identification No.)
10750 East Briarwood, Englewood, Colorado 80112
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 649-9875
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N/A
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(Former name or former address, if changed since last report)
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Item 2. Acquisition on Disposition of Assets
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On February 23, 1998 Registrant signed a real estate
purchase and sale agreement whereby it agreed to sell its
principal asset, a 16-acre water park property located at 10750
East Briarwood, Englewood, Colorado, for $2 million to Hyland
Hills Park & Recreation District ("Hyland"). The agreement is
subject to certain conditions including Hyland's ability to
obtain financing, release of an Indenture of Trust lien on the
property securing the payment of $955,000 in Registrant's 10%
promissory notes, and approval of the sale by shareholders of
Registrant at a special meeting called for that purpose. Closing
on the sale is scheduled on or before May 22, 1998.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
10.31 Commercial Contract to Buy and Sell Real
Estate - Hyland Hills Park & Recreation
District, Buyer
10.32 Promissory Note for $50,000 - Hyland Hills
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
(Registrant) THE SOUTHSHORE CORPORATION
(BY)Signature) /s/ Kenneth M. Dalton
(Date) February 26, 1998
(Name and Title) Kenneth M. Dalton, President
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EXHIBIT 10.31
THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT
LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING
COMMERCIAL
CONTRACT TO BUY AND SELL REAL ESTATE
February 18, 1998
1. PARTIES AND PROPERTY.
Hyland Hills Park & Recreation District
buyer(s) [Buyer], agrees to buy, and the undersigned seller(s) [Seller],
agrees to sell, on the terms and conditions set forth in this contract. the
following described real estate in the County of Arapahoe, Colorado, to wit:
See attached Exhibit "A"
known as No. 10750 East Briarwood Avenue, Englewood, Colorado 80112, together
with all interest of Seller in vacated streets and alleys adjacent thereto,
all easements and other appurtenances thereto, all improvements thereon and
all attached fixtures thereon, except as herein excluded (collectively the
Property).
2. INCLUSIONS/EXCLUSIONS. The purchase price includes the following items
(a) if attached to the Property on the date of this contract: lighting,
heating, plumbing, ventilating, and air conditioning fixtures, TV antennas,
water softeners, smoke/fire/burglar alarms, security devices, inside
telephone wiring and connecting blocks/jacks, plants, mirrors, floor
coverings, intercom systems, built-in kitchen appliances, sprinkler systems
and controls; (b) if on the Property whether attached or not on the date of
this contract: storm windows, storm doors, window and porch shades, awnings,
blinds, screens, curtain rods, drapery rods, all keys and (c) all personal
property owned by the Seller presently located on the Property used in the
operation or maintenance of the Property in its "as is" condition.
The above-described included items (Inclusions) are to be conveyed to Buyer
by Seller by bill of sale at the closing, free and clear of all taxes, liens
and encumbrances, except as provided in Section 12. The following attached
fixtures are excluded from this sale: None
3. PURCHASE PRICE AND TERMS. The purchase price shall be $2,000,000.00,
payable in U.S. dollars by Buyer as follows: (Complete the applicable terms
below.)
(a) Earnest Money.
$50,000.00 in the form of Promissory Note, as earnest money deposit and
part payment of the purchase price, payable to and held by Seller's agent,
broker, in its trust account on behalf of both Seller and Buyer. Broker is
authorized to deliver the earnest money deposit to the closing agent, if any,
at or before closing.
The balance of $1,950,000.00 (purchase price less earnest money) shall
be paid as follows:
(b) Cash at Closing.
$1,950,000.00, plus closing costs, to be paid by Buyer at closing in
fundswhich comply with all applicable Colorado laws, which include cash,
electronic transfer funds, certified check, savings and loan teller's check,
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and cashier's check (Good Funds). Subject to the provisions of Section 4,
if the existing loan balance at the time of closing shall be different from
the loan balance in Section 3, the adjustment shall be made in Good Funds at
closing or paid as follows: None
(c) New Loan. [OMITTED - INAPPLICABLE]
(d) Assumption. N/A
4. FINANCING CONDITIONS AND OBLIGATIONS.
N/A
5. APPRAISAL PROVISION. (Check only one box.) This Section 5
--X-- shall -- -- shall not apply.
If this Section 5 applies, as indicated above, Buyer shall have the sole
option and election to terminate this contract if the purchase price exceeds
the Property's valuation determined by an appraiser engaged by Buyer. The
contract shall terminate by the Buyer causing the Seller to receive written
notice of termination and a copy of such appraisal or written notice from
lender which confirms the Property's valuation is less than the purchase
price, on or before 30 CDMEC (Appraisal Deadline). If Seller does not
receive such written notice of termination on or before the appraisal
deadline, Buyer waives any right to terminate under this section.
6. COST OF APPRAISAL. Cost of any appraisal to be obtained after the date
of this contract shall be timely paid by Buyer.
7. NOT ASSIGNABLE. This contract shall not be assignable by Buyer without
Seller's prior written consent. Except as so restricted, this contract shall
inure to the benefit of and be binding upon the heirs, personal
representatives, successors and assigns of the parties.
8. EVIDENCE OF TITLE. Seller shall furnish to Buyer, at Seller's expense,
a current commitment for owner's title insurance policy in an amount equal to
the purchase price on or before 14 CDMEC (Title Deadline). Buyer may require
of Seller that copies of instruments listed in the schedule of exceptions
(Exceptions) in the title insurance commitment also be furnished to Buyer at
Seller's expense. This requirement shall pertain only to instruments shown
of record in the office of the clerk and recorder of the designated county
or counties. The title insurance commitment, together with any copies of
instruments furnished pursuant to this Section 8, constitute the title
documents (Title Documents). Buyer, or Buyer's designee, must request
Seller, in writing, to furnish copies of instruments listed in the schedule
of exceptions no later than 10 calendar days after Title Deadline. Seller
will pay the premium at closing and have the title insurance policy delivered
to Buyer as soon as practicable after closing.
9. TITLE.
(a) Title Review. Buyer shall have the right to inspect the Title
Documents. Written notice by Buyer of unmerchantability of title or of any
other unsatisfactory title condition shown by the Title Documents shall be
signed by or on behalf of Buyer and given to Seller on or before 10 calendar
days after Title Deadline, or within five (5) calendar days after receipt by
Buyer of any Title Document(s) or endorsement(s) adding new Exception(s) to
the title commitment together with a copy of the Title Document adding new
Exception(s) to title. If Seller does not receive Buyer's notice by the
date(s) specified above, Buyer accepts the condition of title as disclosed
by the Title Documents as satisfactory.
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(b) Matters Not Shown by the Public Records. Seller shall deliver to
Buyer, on or before the Title Deadline set forth in Section 8, true copies
of all lease(s) and survey(s) in Seller's possession pertaining to the
Property and shall disclose to Buyer all easements, liens or other title
matters not shown by the public records of which Seller has actual knowledge.
Buyer shall have the right to inspect the Property to determine if any third
party(s) has any right in the Property not shown by the public records (such
as an unrecorded easement, unrecorded lease, or boundary line discrepancy).
Written notice of any unsatisfactory condition(s) disclosed by Seller or
revealed by such inspection shall be signed by or on behalf of Buyer and
given to Sellar on or before 30 CDMEC. If Seller does not receive Buyer's
notice by said date, Buyer accepts title subject to such rights, if any, of
third parties of which Buyer has actual knowledge.
(c) Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT
TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM
ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY
OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND
EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE
CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO
DISCHARGE SUCH INDEBTEDNESS Without SUCH AN INCREASE IN MILL LEVIES. BUYER
SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL
OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH
DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN
SUCH MILL LEVIES.
In the event the Property is located within a special taxing district
and Buyer desires to terminate this contract as a result, if written notice
is given to Seller on or before the date set forth in subsection 9(b), this
contract shall then terminate. If Seller does not receive Buyer's notice by
the date specified above, Buyer accepts the effect of the Property's
inclusion in such special taxing district(s) and waives the right to so
terminate.
(d) Right to Cure. If Seller receives notice of unmerchantability of
title or any other unsatisfactory title condition(s) as provided in
subsection (a) or (b) above, Seller shall use reasonable effort to correct
said unsatisfactory title condition(s) prior to the date of closing. If
Seller fails to correct said unsatisfactory title condition(s) on or before
the date of closing, this contract shall then terminate; provided, however,
Buyer may, by written notice received by Seller, on or before closing, waive
objection to said unsatisfactory title condition(s).
10. INSPECTION. Buyer or any designee, shall have the right to have
inspection(s) of the physical condition of the Property and Inclusions,
at Buyer's expense. If written notice of any unsatisfactory condition,
signed by or on behalf of Buyer, is not received by Seller on or before 45
CDMEC (Objection Deadline), the physical condition of the Property and
Inclusions shall be deemed to be satisfactory to Buyer. If such notice is
received by Seller as set forth above, and if Buyer and Seller have not
agreed, in writing, to a settlement thereof on or before 60 CDMEC
(Resolution Deadline), this contract shall terminate three calendar days
following the Resolution Deadline; unless, within the three calendar days,
Seller receives written notice from Buyer waiving objection to any
unsatisfactory condition. Buyer is responsible for and shall pay
for any damage which occurs to the Property and Inclusions as a result of
such inspection.
11. DATE OF CLOSING. The date of closing shall be 90 CDMEC, or by mutual
agreement at an earlier date. The hour and place of closing shall be as
designated by Hyland Hills Park & Rec. District.
12. TRANSFER OF TITLE. Subject to tender or payment at closing as
required herein and compliance by Buyer with the other terms and provisions
hereof, Seller shall execute and deliver a good and sufficient General
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Warranty deed to Buyer, on closing, conveying the Property free and clear of
all taxes except the general taxes for the year of closing, and except none
other. Title shall be conveyed free and clear of all liens for special
improvements installed as of the date of Buyer's signature hereon, whether
assessed or not, except (i) distribution utility easements (including cable
TV), (ii) those matters reflected by the Title Documents accepted by Buyer
in accordance with subsection 9(a), (iii) those rights, if any, of third
parties in the Property not shown by the public records in accordance with
subsection 9(b), (iv) inclusion of the Property within any special taxing
district, and (v) subject to building and zoning regulations.
13. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be
paid at or before closing from the proceeds of this transaction or from any
other source.
14. CLOSING COSTS, DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in
Good Funds, their respective closing costs and all other items required to
be paid at closing, except as otherwise provided herein. Buyer and Seller
shall sign and complete all customary or required documents at or before
closing. Fees for real estate closing services shall not exceed $400.00
and shall be paid at closing by Buyer and Seller equally. The local transfer
tax of (N/A)%, of the purchase price shall be paid at closing by (N/A). Any
sales and use tax that may accrue because of this transaction shall be paid
when due by Buyer.
15. PRORATIONS. General taxes for the year of closing, based on the most
recent levy and the most recent assessment, rents, water and sewer charges,
owner's association dues, and other similar items shall be prorated to date
of closing.
16. POSSESSION. Possession of the Property shall be delivered to Buyer as
follows:
On date of delivery of deed
subject to the following lease(s) or tenancy(s): None
If Seller, after closing, fails to deliver possession on the date herein
specified, Seller shall be subject to eviction and shall be additionally
liable to Buyer for payment of $(N/A) per day from the date of agreed
possession until possession is delivered.
17. CONDITION OF AND DAMAGE TO PROPERTY. Except as otherwise provided in
this contract, the Property and Inclusions shall be delivered in the
condition existing as of the date of this contract, ordinary wear and tear
excepted. In the event the Property shall be damaged by fire or other
casualty prior to time of closing, in an amount of not more than ten percent
of the total purchase price, Seller shall be obligated to repair the same
before the date of closing. In the event such damage is not repaired within
said time or if the damages exceed such sum, this contract may be terminated
at the option of Buyer. Should Buyer elect to carry out this contract
despite such damage, Buyer shall be entitled to credit for all the insurance
proceeds resulting from such damage to the Property and Inclusions, not
exceeding, however, the total purchase price. Should any Inclusion(s) or
service(s) fail or be damaged between the date of this contract and the date
of closing or the date of possession, whichever shall be earlier, then Seller
shall be liable for the repair or replacement of such Inclusion(s) or
service(s) with a unit of similar size, age and quality, or an equivalent
credit, less any insurance proceeds received by Buyer covering such
repair or replacement.
18. TIME OF ESSENCE/REMEDIES. Time is of the essence hereof. If any note
or check received as earnest money hereunder or any other payment due
hereunder is not paid, honored or tendered when due, or if any other
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obligation hereunder is not performed or waived as herein provided, there
shall be the following remedies:
(a) IF BUYER IS IN DEFAULT: (Check one box only.)
(1) Specific Performance. N/A
(2) Liquidated Damages. All payments and things of value received
hereunder shall be forfeited by Buyer and retained on behalf of Seller and
both parties shall thereafter be released from all obligations hereunder.
It is agreed that such payments and things of value are LIQUIDATED DAMAGES
and (except as provided in subsection (c)) are SELLER'S SOLE AND ONLY REMEDY
for Buyer's failure to perform the obligations of this contract. Seller
expressly waives the remedies of specific performance and additional damages.
(b) IF SELLER IS IN DEFAULT: Buyer may elect to treat this contract as
cancelled, in which case all payments and things of value received hereunder
shall be returned and Buyer may recover such damages as may be proper, or
Buyer may elect to treat this contract as being in full force and effect and
Buyer shall have the right to specific performance or damages, or both.
(c) COSTS AND EXPENSES: Anything to the contrary herein
notwithstanding, in the event of any arbitration or litigation arising out
of this contract, the arbitrator or court shall award to the prevailing
party all reasonable costs and expenses, including attorney fees.
19. EARNEST MONEY DISPUTE. Notwithstanding any termination of this
contract, Buyer and Seller agree that, in the event of any controversy
regarding the earnest money and things of value held by broker or closing
agent, unless mutual written instructions are received by the holder of the
earnest money and things of value, broker or closing agent shall not be
required to take any action but may await any proceeding, or at broker's or
closing agent's option and sole discretion, may interplead all parties and
deposit any moneys or things of value into a court of competent jurisdiction
and shall recover court costs and reasonable attorney fees.
20. ALTERATIVE DISPUTE RESOLUTION: MEDIATION. If a dispute arises
relating to this contract, and is not resolved, the parties and broker(s)
involved in such dispute (Disputants) shall first proceed in good faith to
submit the matter to mediation. The Disputants will jointly appoint an
acceptable mediator and will share equally in the cost of such mediation.
In the event the entire dispute is not resolved within thirty (30) calendar
days from the date written notice requesting mediation is sent by one
Disputant to the other(s), the mediation, unless otherwise agreed, shall
terminate. This section shall not alter any date in this contract, unless
otherwise agreed.
21. ADDITIONAL PROVISIONS: (The language of these additional provisions
has not been approved by the Colorado Real Estate Commission.)
See attached Addendum for Additional Provisions.
22. RECOMMENDATION OF LEGAL COUNSEL. By signing this document, Buyer and
Seller acknowledge that the Selling Company or the Listing Company has
advised that this document has important legal consequences and has
recommended the examination of title and consultation with legal and tax or
other counsel before signing this contract.
23. TERMINATION. In the event this contract is terminated, all payments
and things of value received hereunder shall be returned and the parties
shall be relieved of all obligations hereunder, subject to Section 19.
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24. SELLING COMPANY BROKER RELATIONSHIP. The selling broker, ____________,
and its salespersons have been engaged as ___________________. Selling
Company has previously disclosed in writing to the Buyer that different
relationships are available which include buyer agency, seller agency,
subagency, or transaction-broker.
25. NOTICE TO BUYER. Any notice to Buyer shall be effective when received
by Buyer, or, if this box is checked --X-- when received by Selling Company.
26. NOTICE TO SELLER. Any notice to Seller shall be effective when
received by Seller or Listing Company.
27. MODIFICATION OF THIS CONTRACT. No subsequent modification of any of
the Terms of this contract shall be valid, binding upon the parties, or
enforceable unless made in writing and signed by the parties.
28. ENTIRE AGREEMENT. This contract constitutes the entire contract
between the parties relating to the subject hereof, and any prior agreements
pertaining thereto, whether oral or written, have been merged and integrated
into this contract.
29. NOTICE OF ACCEPTANCE: COUNTERPARTS. This proposal shall expire unless
accepted in writing, by Buyer and Seller, as evidenced by their signatures
below, and the OFFERING party receives notice of such acceptance on or before
February 25, at 4:00 p.m. (Acceptance Deadline). If accepted, this document
shall become a contract between Seller and Buyer. A copy of this document
may be executed by each party, separately, and when each party has executed
a copy thereof, such copies taken together shall be deemed to be a full and
complete contract between the parties.
Hyland Hills Park & Recreation District
BY(Signature) BUYER: /s/ Greg Mastriona
(Date) 2/25/98
(Name and Title) Greg Mastriona, Executive Director
Southshore Corporation
10750 East Briarwood Avenue, Englewood, CO 80112
BY(Signature) SELLER: /s/ Southshore Corporation by Kenneth Dalton,
President
(Date) 2/23/98
Southshore Corporation
The undersigned Broker(s) acknowledge receipt of the earnest money deposit
specified in Section 3, and Selling Company confirms its Broker Relationship
as set forth in Section 24.
N/A
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ADDENDUM
To that certain Commercial Contract to Buy and Sell Real Estate
dated February 18, 1998 by and between Hyland Hills Park & Rec.
Dist., as Buyer, and Southshore Corporation, as Seller, concerning
certain real property located at 10750 East Briarwood Avenue,
Englewood, Colorado. If any provision in the printed form of said
contract is inconsistent with any provision contained herein, then
and in that event the provision contained herein, then and in that
event the provision contained in this Addendum shall control.
21.ADDITIONAL PROVISIONS:
a) Contingency. N/A
b) Contingency. This contract is contingent upon Buyer receiving a letter
of approval from Arapahoe County Commissioners* concerning purchase and
operation of said real estate and improvements. If said approval letter
is not obtained by Buyer on or before sixty (60) CDMEC, this contract
shall terminate at the option of the Buyer.
c) Earnest Money Deposit Redemption. The earnest money deposit note given
hereunder shall be exchanged for Good Funds upon mutual execution of
contract.
d) Hazardous Materials/ADA Disclosure. The parties acknowledge that
various materials utilized in the construction of any improvements
situated on the Property may contain materials that may have been or
may be in the future determined to be toxic, hazardous or undesirable
("Hazardous Materials"), and may need to be specifically treated or
removed. In addition, the land ("Land") upon which the Property is
situated, may have been subjected to underground or above-ground
storage tanks or may have been contaminated by other sources. Current
and future federal, state and local laws may require the cleanup of the
Hazardous Materials at the expense of those parties who have been in
the chain of title of ownership of the Property. The parties further
acknowledge that the Property may be subject to the Americans With
Disabilities Act ("ADA"), a federal law, which requires, among other
matters, that tenants and/or owners of "public accommodations"
remove barriers in order to make the Property accessible by disabled
persons and provide auxiliary aids and services for hearing, vision or
speech impaired persons.
e) Inspection. Section 10 shall be amended by the addition of the following
language: The term "inspection" shall include but not be limited to an
inspection of the roof, walls, structural integrity of the Property, and
inspection of the inclusions, and a determination of the existence or
nonexistence of asbestos and urea formaldehyde insulation or lead-based
paint, PCB transformers, radon gas, hazardous or toxic substances, and/or
underground storage tanks in or on the Property. The Buyer shall not
permit any mechanic's or materialmen's liens to be filed against the
Property and hereby indemnifies and holds the Seller harmless from and
against any liability, damage, expense or cost which may be incurred by
the Seller in connection with any mechanic's or materialmen's liens which
may be filed against the Property as a result of the provisions of this
contract. This indemnity shall specifically include attorneys' fees and
any costs incurred by the Seller to enforce this indemnity.
f) Calendar Days. In the event any date called for herein falls on a
Saturday, Sunday of Federal or State holiday, said date shall be extended
to the next business day following such Saturday,, Sunday or Federal or
State holiday.
* and the Adams County Commissioners.
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g) CDMEC. As used in this contract, the term "CDMEC" shall be defined as
calendar days from mutual execution of this contract.
h) Survey. On or before sixty (60) calendar days from the waiver or
satisfaction of the contingencies set forth in Section 10 and 21(e),
Seller shall furnish to Buyer, at Seller's expense, a current monumented
or pinned Improvement Survey Plat ("Survey") prepared by a land surveyor
licensed in the State of Colorado. The Survey shall be verified to
Seller, Buyer, Fuller and Company and the title insurance company and
performed on the Property and shall show thereon the correct legal
description; acreage and square footage; location of all fences, hedges
or walls on or within two (2) feet of all sides of all boundaries of the
Property; all boundary line dimensions; the dimension and location of all
improvements; any and all ditches, easements, rights-of-way, and adjacent
roadways, if any; and the location of all visible utilities on the
Property and all underground utilities for which there is visible surface
evidence. The Survey shall reflect all exceptions to title (where
applicable) as reflected on the title commitment and shall disclose that
a physical inspection on the Property revealed no improvements situated
upon or adjacent to the Property are the subject of any encroachments,
and that no easements or rights-of-way have ben physically violated in
any respect. In the event the items reflected in the Survey are not in
conformance with the provisions of this paragraph and written notice of
Buyer's objections is received by Seller within seven (7) calendar days
from the date of receipt of said Survey by Buyer, Seller shall have a
period of seven (7) calendar days from the date of receipt of said notice
in which to cure any such defects. In the event such defects are not
cured within said seven (7) calendar-day period, this contract shall
terminate at Buyer's option. If said written notice of Buyer's objections
to the Survey is not received by Seller or if Buyer elects to waive the
objections to the Survey, the Survey shall be accepted and this contract
shall remain in full force and effect.
Seller shall deliver to Buyer the foregoing items, in Seller's possession,
within seven (7) calendar days from mutual execution of this contract. If
Buyer is not satisfied with the results of said examination and written
notice thereof is received by Seller within thirty (30) calendar days
from the mutual execution of this contract, this contract shall
terminate. If said written notice is not received by the Seller within
the time period specified above, this contingency shall be waived and
the contract shall remain in full force and effect.
i) Health and Hospitals Notice. Seller represents that as of this date no
notices, either written or verbal, have been received from the Department
of Health and Hospitals or from any local, county, state or federal
governmental agency requiring corrective measures to the Property. If any
such notices are received prior to closing, Seller agrees to disclose the
same, in writing, to Buyer immediately upon receipt thereof. Upon the
receipt of any notice, Seller shall have a period of thirty (30) calendar
days in which to correct and cure the defect. The closing shall take
place five (5) calendar days after said 30-calendar-day period expires,
unless such date falls on a Saturday, Sunday or Federal or State holiday,
in which event the closing shall take place on the next business day
following such Saturday, Sunday or Federal or State holiday or on the
date of closing s set forth in the contract, whichever is later.
However, in the event the defect is not cured within said
30-calendar-day period, this contract shall terminate at Buyer's option.
If Buyer is not satisfied with Seller's cure of any defects and written
notice thereof is received by Seller within two (2) calendar days after
said 30-calendar-day period expires, this contract shall terminate. If
said written notice is not received by Seller within the time period
specified above, the provisions
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of this paragraph shall be waived and this contract shall remain in full
force and effect.
j) Management and Maintenance. Seller agrees to continue reasonable
management nd maintenance of the improvements on the Property from and
after the date of mutual execution of this contract to the closing date,
to commit no waste or nuisance and not to knowingly violate any zoning
ordinance or building permit. Seller agrees that all insurance shall be
kept in effect by the Seller until the closing date. Seller further
agrees to maintain the Property in good repair and in the same condition,
ordinary wear and tear excepted, as of this date and not to remove any
personal property from the Property. Seller further agrees to assign to
Buyer on the closing date all existing contractors or manufacturers'
warranties on the Property, if any. Seller shall complete replacement of
all stairways.
k) Notice Provision. All notices, demands and requests required to be given
by either party to the other shall be in writing and shall either be hand
delivered, transmitted by facsimile, or sent by certified or registered
mail, return receipt requested, postage prepaid, addressed to the parties
at the addresses set forth herein or at such other addresses as the
parties may designate in writing delivered pursuant to this provision.
Any notice when given as provided herein shall be deemed to have been
delivered on the date personally served or transmitted by facsimile, or
two (2) calendar days subsequent to the date that said notice was
deposited with the United States Postal Service.
l) Fax Transmittals. The Buyer and Seller agree that a facsimile
transmittal of this contract shall be considered as an originally
executed document and shall be binding upon the parties hereto. The
Buyer and Seller further agree that the exact, originally executed
contract which was transmitted by facsimile shall be delivered to the
appropriate party via U.S. mail, messenger, or other acceptable delivery
service within seven (7) calendar days from the date of said facsimile
transmittal.
m) Assignment. N/A
n) Indemnification. Buyer shall not permit any mechanic's or materialmen's
liens to be filed against the Property and hereby indemnifies and holds
the Seller harmless from and against any liability, damage, expense or
cost which may be incurred by the Seller in connection with any
mechanic's or materialmen's liens which may be filed against the Property
as a result of the provisions of this contract. This indemnity shall
specifically include attorney's fees and any costs incurred by the Seller
to enforce this indemnity.
o) Financing. This contract is contingent upon Buyer obtaining financing
satisfactory to Buyer on or before 45 CDMEC.
p) Lien Release. This contract is contingent upon Seller obtaining
agreement with the approximately 35 holders of 955,000 in 10% notes
secured by the indenture loan.
q) Shareholder Approval. The proposed sale of the Southshore Property is
subject to a vote of shareholders of Southshore at a meeting duly called
for that purpose and pursuant to a proxy Statement or Information
Statement to be filed with and cleared by the U.S. Securities and
Exchange Commission.
<PAGE>
EXHIBIT 10.32
NON-NEGOTIABLE
PROMISSORY NOTE
$50,000 February 26, 1998
AFTER DATE for value received, Hyland Hills Park and Recreation
District, herein denominated "Maker", promises to pay to Southshore
Corporation ("holder"), the sum of FIFTY THOUSAND DOLLARS, at such place as
is designated pursuant to that certain Commercial Contract to Buy and Sell
Real Estate ("Contract") entered into by and between Hyland Hills Park and
Recreation District and Southshore Corporation and dated February 18, 1998,
payable, in one installment of FIFTY THOUSAND DOLLARS ($50,000), upon closing
of said Contract in accordance with the terms hereof.
No obligations herein may be assumed without the express written consent
of the holder and no such consent shall release Maker from any of its
obligations hereunder unless such release shall be specifically set forth
herein.
It is agreed that if this note is not paid when due or declared due
hereunder, the principal shall draw interest at the rate of 10% per annum and
that this note, shall, at the option of the holder, be due and payable in
full upon default in the payment of the principal when due.
Maker waives any presentment for payment, demand, protest, notice of
non-payment and protest and agrees to any extension of time of payment and
partial payments before, at or after maturity. The failure of the holder to
enforce any right or remedy upon default shall not be construed as a waiver
of such right or remedy for any subsequent default.
If Maker shall pay any sum less than the amount then due, holder may
accept such partial payment and apply the same first to the payment of any
costs of collection, then to the payment of interest accrued hereon at the
rate of 10% per annum, with the remainder, if any, to be applied to the
principal balance hereof. The acceptance of such partial payment shall not
be deemed a waiver of any right or remedy holder may have to collect any
sums still owing to holder, nor shall the same constitute an accord and
satisfaction.
If by reason of any default hereunder, holder shall incur any cost,
expense or attorney fee, Maker will, upon demand, pay any such cost, expense
or attorney fee and, until paid, any such cost, expense or attorney fee shall
become so much additional indebtedness hereunder and shall bear interest at
the rate of 10% per annum.
BY(Signature) /s/ Greg Mastriona
(Name and Title) Greg Mastriona
Executive Director
Hyland Hills Park and Recreation District
