Party Discovery: GROOMS GOLD LLC vs. SITE MAX INC

On April 04, 2024 a Party Discovery was filed involving a dispute between and for H740 - BREACH OF CONTRACT- OC in the District Court of Hamilton County.

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PAVAN PARIKH
HAMILTON COUNTY CLERK OF COURTS

COMMON PLEAS DIVISION

ELECTRONICALLY FILED
April 4, 2024 05:52 PM
PAVAN PARIKH
Clerk of Courts
Hamilton County, Ohio
CONFIRMATION 1453699

GROOMS GOLD LLC A 2401548
vs.
SITE MAX INC

FILING TYPE: INITIAL FILING (IN COUNTY) WITH NO JURY
DEMAND
PAGES FILED: 54

EFR200

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INTHE COURT OF COMMON PLEAS
HAMILTON COUNTY, OHIO

GROOMS GOLD, LLC Case No.

Judge
Plaintiffs,
Vv.

SITE MAX, INC. AND ALL OTHER
OCCUPANTS
11611 Grooms Rd. COMPLAINT
Cincinnati, OH 45242

Also Serve Registered A gent:
Corporation Service Company
1160 Dublin Rd., Suite 400
Columbus, OH 43215

and

JOHNJ. WETTERICH, individually and
d/b/a ENC SERVICES, INC.
11611 Grooms Rd.
Cincinnati, OH 45242

Defendants.

Now comes Plaintiff, Grooms Gold, LLC, by and through counsel, and for its Complaint

against Defendants, Site Max, Inc., John J. Wetterich, individually and d/b/a ENC Services, Inc.,

and all other occupants (collectively, “Defendants”), states as follows:

PARTIES, JURISDICTION, AND VENUE

1 Plaintiff, Grooms Gold, LLC, (“Grooms Gold” and/or “Plaintiff’) is an Ohio

Limited Liability Company licensed to conduct business in Ohio.

2 Grooms Gold is the owner of two parcels of real property, both located at 11611

and 11601 Grooms Rd., Cincinnati, Hamilton County, OH 45242 (collectively, the “Premises”).

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3 Upon information and belief, Defendant, ENC Services, Inc., (“ENC”) was a

corporation previously licensed to conduct business in the state of Ohio.

4 Pursuant to the Ohio Secretary of State, ENC’s last registered place of business in

Ohio was located at 11611 and 11601 Grooms Rd, Cincinnati, Hamilton County, OH 45242.

5. Pursuant to the Ohio Secretary of State, Defendant, JohnJ. Wetterich, was named

acting as President of ENC and accepted the appointment of agent for ENC.

6. Pursuant to the Ohio Secretary of State, the Ohio Secretary of State cancelled

ENC’s Articles of Incorporation/Certificate of Authority, effective 4/7/2009, pursuant to R.C.

5733.21.

7 Upon information and belief, ENC has not been reinstated with the Ohio Secretary

of State and has not been authorized to conduct business in Ohio since approximately 4/7/2009.

8 Upon information and belief, Defendant Wetterich continued to conduct business

d/b/a ENC following this cancellation and/or in an individual capacity.

9 Defendant, Site Max, Inc., (“Site Max”) is an Ohio corporation licensed to conduct

business in the state of Ohio.

10. Upon information and belief, following ENC’s cancellation in 2009, Defendant

Wetterich incorporated, formed, and/or registered Site Max with the Ohio Secretary of State in

2013.

11. Site Max’s principal place of business is currently located at 11611 and 11601

Grooms Rd., Cincinnati, OH 45242.

12. Upon information and belief, Site Max may also be served by and through its

registered agent on file with the Ohio Secretary of State: Corporation Service Company, 1160

Dublin Rd., Suite 400, Columbus, OH 43215

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13. Upon information and belief, Site Max is in the business of providing various

contract work, including but not limited to fire suppression, demolition, plumbing, etc.

14. Upon information and belief, ENC and Defendant Wetterich provided similar

services as Site Max while occupying the premises located at 11611 and 11601 Grooms Rd,

Cincinnati, OH 45242.

15. Upon information and belief, Defendant Wetterich is an adult who’s principal place

of business is located at 11611 and 11601 Grooms Rd., Cincinnati, OH 45242.

16. Upon information and belief, all times relevant herein, each of the Defendants was

and is the agent, principal, or representative of each of the other Defendants, acted in concert with

each other, acted within the course and scope of that agency and representation, and that each was

in some manner responsible for the acts and omissions alleged herein.

17. The Premises which is the subject of this suit is commercial real property and does

not contain a dwelling residence.

18. Jurisdiction and V enue are proper as the Premises at issue in this suit and the actions

relevant herein all took place within Hamilton County, Ohio.

19. This Court has jurisdiction over Plaintiff’s claims as they are in excess of $15,000.

FACTUAL ALLEGATIONS

20. Plaintiff incorporates the preceding paragraphs of this Complaint as if fully

rewritten herein.

21. On or about November 1, 2010, Plaintiff and ENC executed a certain written

agreement, wherein Grooms Gold agreed to allow ENC to take physical possession of the Premises

located at 11601 and 11611 Grooms Road to conduct its business activities underan agreement to

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sell the Premises to ENC pursuant to the terms contained therein (the “Agreement”). A true and

accurate copy is attached as Exhibit 1.

22. ENC executed the Agreement by and through Defendant, John Wetterich, on

November 1, 2010.

23. At this time, ENC had been cancelled by the Ohio Secretary of State and had not

been restated.

24. Neither ENC nor Wetterich disclosed this to Grooms Gold.

25. Nevertheless, pursuant to the A greement, Grooms Gold, as the Seller, agreed to sell

the Premises to ENC fora total purchase price of Four Hundred Fifty Thousand and 00/100 Dollars

($450,000), payable as follows:

a. ENC agreed to pay Grooms Gold an initial $50,000 in conjunction with the
execution of the A greement.
b. ENC agreed to pay to Grooms Gold the unpaid principal balance of the purchase
price, Four Hundred Thousand Dollars ($400,000), together with accrued interest
on the declining unpaid balance at the rate of seven percent (7%) per annum, paid
directly to Grooms Gold in consecutive monthly installments of Two Thousand
Eight Hundred Twenty Seven Dollars ($2,827), beginning on the 1% day of
February, 2009, and continuing for twenty-four(24) consecutive months, upon the
first day of the month.
Pursuant to the Agreement, the entire principal balance of the purchase price
($387,319.13) was due, owing and paid, in full to Grooms Gold on the first day of
the month immediately proceeding the 24" month of payments (i.e., February 1,
2011).
26. Pursuant to the A greement, the purchaser was permitted to the exclusive possession

of the Premises commencing January 1, 2009 and continuing so long as it was not in default of the

Agreement.

27. Pursuant to the Agreement, ENC, by and through Defendant Wetterich, agreed to

assume and be responsible for all taxes and utilities for the Premises.

28. The buyer agreed to indemnify Grooms Gold and agreed to take possession as is.

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29. The buyer agreed to maintain insurance on the Premises during the continuance of

the A greement.

30. The buyeragreed that, at its own expense, would keep, maintain, and repair or cause

to be kept, maintained, and repaired the Premises and would be responsible forall related expenses.

The buyer likewise agreed to reimburse and indemnify Grooms Gold for any charges, costs, or

other expenses which it owed in connection with any maintenance, repairs, damages, etc.

31. The buyer agreed that it would not “sell, assign, encumber, or transfer its interest

under the [Agreement] without the prior written consent of [Grooms Gold]. Any assignee or

transferee who, with the consent of [Grooms Gold], accepts an assignment or transfer of the

[Agreement] from the buyer, shall be held to assume all of the obligations of the buyer.

32. The Parties agreed that if the buyer failed to pay any of the installments when they

became due, failed to pay the lump sum “balloon” payment when due, or fails to pay for insuring

said property... or fails to comply with any of the terms of the Agreement, or if ENC made an

assignment for the benefit of creditors... then all of the installments and/or amounts remaining

unpaid shall immediately become due and payable to [Grooms Gold].

33. The Parties further agreed that, upon any default by the buyer, Grooms Gold, at its

option, proceed to terminate the A greement or proceed tojudicial sale. However, the parties further

agreed that these remedies were not exclusive and Grooms Gold may, at its election, pursue all

other available remedies, whether legal or equitable.

34, The Parties agreed that, in the event that Grooms Gold elected to terminate the

Agreement, all amounts previously paid by thebuyer shall be retained by Grooms Gold in payment

for the buyer’s use and occupancy of the Premises, and that Grooms Gold shall be entitled to take

immediate possession of the Premises without prior notice to the buyer.

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35. The A greement provides that any failure or delay of [Grooms Gold] to exercise its

rights under the contract because of any default shall not operate as a waiver by Grooms Gold of

any right in the event of any subsequent or other default of the buyer.

36. Further, the buyer agreed to pay to Grooms Gold the fair market rental value of the

Premises per month for the period in which it remained in possession of the Premises.

37. Pursuant to the A greement, the parties agreed that the fair market rental value of

the Premises, per month was $3,000.

38. The Agreement explicitly provided that Grooms Gold’s remedies are not exclusive

and, at its election, may pursue all other remedies, whether legal or equitable.

39. The parties further agreed that the A greement inured to the benefit of and would be

binding on the Seller and Buyer and upon the successors, heirs, assigns, administrators, legal

representatives, and executors as the case may be...

40. While “ENC Services, Inc.” is listed as the “Buyer,” the Agreement is executed by

John J. Wetterich. It does not state his title or that he was executing the A greement on behalf of

ENC Services, Inc. Likewise, the notarization indicates that it was signed by John J. Wetterich,

but does not indicate that he was executing the Agreement on behalf of or in his capacity as a

representative of ENC Services, Inc., which was cancelled at that time.

41. Following the execution of the Agreement, John J. Wetterich, either individually

and/or d/b/a ENC Services, Inc. took exclusive possession of the Premises to conduct commercial

activities.

42. ENC Services, Inc. began making monthly payments in the amount of $2,827 per

month.

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43. Defendants failed to timely pay the remainder of the purchase price as required by

the A greement.

44. Despite its failure to pay the remainder of the balloon payment, ENC Services, Inc.

remained in possession of the Premises and continued making monthly payments in the amount of

$2,827.

45. In approximately 2013, ENC Services, Inc. began writing bad checks towards this

monthly payment and/or checks which were retumed as having non-sufficient funds.

46. Atthis time, ENC Services, Inc. was already in default of the A greement forfailing

to timely satisfy the remainder of the purchase price.

47. During this period, ENC Services, Inc. ultimately dissolved and/or ceased to exist.

48. In approximately 2013, Site Max, Inc., by and through David A berman, took over

the lease/possession of the Premises from ENC Services, Inc.

49. Site Max made its first payment to Plaintiff for the leased Premises in the amount

of $2,827.12 in approximately December 2013. This payment was received via a check in the name

of Site Max and authorized by its principal at the time, David A berman.

50. The last payment which Groomsgold ever received from ENC Services, Inc. was

on 4/14/2014 in the amount of $2,827.12. This was applied to prior past due amounts and late fees

which ENC Services, Inc. had incurred. ENC Services, Inc. has not made any payments to Plaintiff

since that time.

51. Given ENC’s default and apparent dissolution, as well as Site Max’s willingness

and financial ability to make the lease payments, Plaintiff authorized Site Max to take possession

of the Premises as a commercial tenant.

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52. However, Plaintiff did not authorize any assignment of the initial Agreement for

the purchase of the Premises to Site Max.

53. As a condition of this new tenancy between Plaintiff and Site Max, Plaintiff

provided Site Max with a new written agreement, which was intended to govem Site Max’s

tenancy of the Premises (hereinafter, the “Site Max Lease”). A true and accurate copy of that lease

agreement is attached as Exhibit 2.

54. Plaintiff does not have an executed copy of the Site Max Lease in its possession.

However, Site Max voluntarily took possession of the Premises with knowledge of the proposed

lease terms.

55. Pursuant tothe Site Max Lease, Site Max’s tenancy would be for an initial three (3)

year term commencing on January 1, 2014 and ending on December 31, 2017.

56. During the initial term, Site Max was responsible for paying monthly rent in the

amount of $2,827.12.

57. Site Max has remained in possession of the Premises since at least January 1, 2014.

58. Site Max is the only entity that Plaintiff has received any payment(s) from for the

leased Premises since that time.

59. Similar to ENC Services, Inc., Site Max continued to conduct substantially similar

operations and commercial activities on the Premises.

60. Following the termination of the initial 3-year lease term with Site Max, Plaintiff

and Site Max agreed to increase the monthly rent amount to $3,000.

61. Site Max remained in possession of the Premises and began making the increased

monthly rental payments in the new amount of $3,000.

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62. The parties agreed that, beginning in May 2022, the monthly rent for the Premises

would increase from $3,000 to $4,500.

63. Defendants remained in possession of the Premises with knowledge of this rent

increase.

64. Defendants have failed to pay all rental payments due to Grooms Gold while it has

remained in possession of the Premises.

65. Defendants have failed to maintain insurance on the Premises while they have

remained in possession.

66. Defendants have failed to pay all taxes on the Premises while it has remained in

possession.

67. Defendants have failed to pay forall utilities forthe Premises while it has remained

in possession.

68. Defendants have failed to pay all late fees, interest, or other penalties which it owes

to Grooms Gold while it has remained in possession of the Premises.

69. On November 20, 2023, Grooms Gold sent a letter to Defendants, Site Max, John

Wetterich, and ENC a letter via certified and regular mail clarifying the fact that Defendants were

in default of the initial A greement for the purchase of the Premises, that Grooms Gold would not

be honoring and was terminating that A greement, and that Defendants were further in default of

the current rental obligations. Among those defaults was the failure to pay monthly rent. A true

and accurate copy is attached as Exhibit 3.

70. Defendants have failed to pay monthly rent, taxes, late fees, and other charges, and

have failed to maintain insurance for the Premises and are in material default of the lease.

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71. OnDecember 15, 2023, Grooms Gold sent a three day Notice to V acate and Leave

the Premises to Site Max, Inc., ENC Services, Inc., John Wetterich, and All Other Occupants. A

true and accurate copy is attached as Exhibit 4.

72. On December 15, 2023, Grooms Gold also sent a letter to ENC Services, John

Wetterich, and all other occupants, providing an additional three-day notice to reiterate that

Plaintiff would not be honoring the initial Agreement for the purchase of the Property, that

Defendants were in default, and that Defendants must vacate the Premises. A true and accurate

copy is attached as Exhibit 5.

73. Defendants have failed and/or refused to vacate since receiving these notices.

74. Defendants are still in possession of the Premises and Plaintiff has suffered

damages as a result.

FIRST CLAIM
(Forcible Entry and Detainer— R.C. § 1923.02)

75. Plaintiff incorporates the preceding paragraphs of this Complaint as if fully

rewritten herein.

76. Defendants occupy the Premises as a commercial tenant of Plaintiff’s.

77. Plaintiff notified Defendants of various default of their lease and Plaintiff's intent

to terminate the tenancy, in writing, on November 20, 2023.

78. Plaintiff served Defendants with a Three-Day Notice of Termination, to Vacate,

and to Leave the Premises, in writing, on December 15, 2023.

79. Defendants’ tenancy expired on at midnight on December 18, 2023, and from that

time, Defendants have unlawfully and forcibly detained Plaintiff from possession of the Premises.

80. Plaintiff has suffered, and will continue to suffer, damages as a result.

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81. Plaintiff is entitled to restitution of the Premises and an expedited hearing as to this

Claim.

SECOND CLAIM

82. Plaintiff incorporates the preceding paragraphs of this Complaint as if fully

rewritten herein.

83. Plaintiff fully performed its obligations under both the Agreement and the

subsequent Site Max Lease.

84. Defendants have committed several material breaches and are in default of the

same.

85. Plaintiff has been proximately injured as a result of Defendants’ breaches of the

Agreement and Site Max Lease.

86. Plaintiff is entitled to terminate the A greement and retain any prior payments made.

87. Plaintiff is entitled to any unpaid monthly rent, late fees, interest, utilities, taxes,

and other amounts owed while Defendants have been in possession of the Premises, an amount to

be determined at trial.

88. Plaintiff is entitled to the fair market rental value of the Premises forthe time which

Defendants occupied the Premises.

89. In addition to any rental amounts, taxes, late fees, or other amounts which Plaintiff

is owed for the reasonable use and occupancy of the Premises, Plaintiff is entitled to the full

purchase price as outlined in the Agreement and/or Site Max Lease, plus interest. Plaintiff is

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entitled to pursue any deficiencies between the ultimate value/resale price of the Premises

compared to the purchase price outlined in the A greement.

90. Plaintiff is entitled to take immediate possession of the Premises and shall have the

right to dispose of any equipment or possessions of Defendants left on the Premises.

91. Plaintiff is entitled to additional damages forthe use and occupancy of the Premises

at the rate of $147.94 per day from December 19, 2023 until the date of judgment, being the

reasonable value of the occupancy and use of the Premises.

92. Plaintiff may be entitled to additional damages above wear and tear to the Premises,

an amount to be determined at trial.

93. Plaintiff may be entitled to additional damages or remedies either under the

Agreement, at common law, in law, or in equity, the full amount and extent to be determined at

trial.

COUNT Il
(Declaratory Judgment)

94. Plaintiff incorporates the preceding paragraphs of this Complaint as if fully

rewritten herein.

95. Plaintiff seeks an order from this Court declaring the following:

The Agreement at issue is a commercial agreement and not subject to the
provisions, requirements, and/or limitations of remedies of R.C. 5313, et seq.

Plaintiff is entitled to retain any payments previously made by Defendants and that
such payments shall be considered the fair market rental value of the use and
occupancy of the Premises;

Plaintiff is entitled to the payments, late fees, penalties, rental value, taxes, utilities,
and other contractual remedies outlined in the A greement;

Plaintiff is entitled to restitution of the Premises and may recover the difference
between fair market value of the Premises and the amount of the purchase price set
forth in the A greement, plus contractual interest;

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The A greement is terminated by law and Defendants have no furtherclaim, interest,
title, or rights under the A greement or the Premises;

The Agreement, resulting lease, and any and all encumbrances related to
Defendants’ occupancy of the Premises are terminated as a matter of law;

Defendants have no interest in the Premises; and

Plaintiff holds title to the Premises in fee, free and clear of any claims or interest of
the Defendants.

WHEREFORE, Plaintiff, Grooms Gold, LLC, requests judgmentin its favor and as against

Defendants, jointly and severally, for:

1 Restitution and possession of the subject Premises, the immediate issuance of a
Writ of Possession, and a declaration that the A greement, the Site Max Lease, and
any other resulting tenancy has been terminated;

All base rents, late fees, penalties, taxes, utilities, repairs, and other fees, plus
applicable interest, which Plaintiff is entitled to;

Judgment in the sum of $147.94 per day from December 19, 2023 until the date of
judgment, being the reasonable value of the occupancy and use of the Premises;

Any damages, charges, or other fees which Plaintiff may be entitled to;

The difference in the fair market value of the Premises compared to the full
purchase price, plus contractual interest from February 1, 2011 to the date of
judgment;

Contractual interest as set forth in the A greement;

Statutory pre and post-judgment interest;

An award of reasonable attorney’s fees;

9 Costs of suit incurred;

10. Any additional statutory, contractual, or other remedies which Plaintiff may be
entitled to in law or in equity; and

11. Any and all other relief which the Court deems to be just and appropriate.

Plaintiff reserves the right to supplement this Complaint.

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Respectfully submitted,

/s/ Sarah M. Houseman
Sarah M. Houseman, Esq. (95317)
Barron Peck Bennie & Schlemmer
3074 Madison Road
Cincinnati, Ohio 45209
(513) 721-1350
(513) 721-2301 Facsimile
SMH@BPBSlaw.com
Counsel
for Plaintiffs

PRAECIPE TO THE CLERK
Please serve the above-named Defendants by certified mail, retum receipt requested, at the
addresses listed in the caption above. If service of process by certified mail is retumed by the postal
authorities with an endorsement of “refused” or “unclaimed” and if the certificate of mailing can
be deemed complete not less than five (5) days before any scheduled hearing, the undersigned
waives notice of the failure of service by the clerk and requests ordinary mail service in accordance
with Civil Rule 4.6 (C) or (D) and Civil Rule 4.6 (E).

/s/ Sarah M. Houseman
Sarah M. Houseman, Esq. (95317)

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LAND CONTRACT
(WITH BALLOON PAYMENT)

THIS AGREEMENT, made at Cincinnati, Ohio in dy
deemed an original, effective as of the Ist day of
LLC, whose address is 300 E-Business Way, Sharon
Ui
e
Tait Se copy of whic
h shall be
"by and between Grooms Gold,
ville, Ohio 45241, Suite 200, hereinafter
referred to as "Seller", and ENC Services, Inc.
.» whose address is 11611 Grooms Road,
hereinafter referred to as "Buyer" » upon the follo
wing terms and condi tions.

A Agreement to Sell; Agreement to Purchase, Seller
has this day agreed to sell unto
Buyer and Buyer has agreed to purchase from Seller
premises lacated at 11601 & 11611 Grooms
Road, Cincinnati, Ohio 45242, which is more parti
cularly described as follows:

Situated in the City of Cincinnati, Count 'y of Hamilton
and more particularly described on
Exhibit “A” which is attached hereto, sp ecific
ally incorporated herein, and hereafter referred to
as the “Property”.

B Payment of Purchase Price. Buyer shall pay Seller
for the Property the purchase price
of Four Hundred Fifty Thousand and 00/100 Doll
lars ($450,000). The purchase price shall be
payable as follo ws:

1 Buyer shall pay to Seller the sum of Twenty Fi i
on or before the execution of this Land Contract,
a 2,
Th usand Dollars
¢: VOL” LL de. LM (fics ye Se. Wb 005,000.00)
G8 Altre,
Seri £;
2.
Were O° ie itty f)ofle
Th npaid principal balance
lisG
of the purchase
26 BES 2 Of Life Hite Sug
w,
£2

price, Four’‘Hunderd Thousand
Dollars ($400,000), together with accrued interest
seven percent
on the declining unpaid balance at the rate of CC fe
(7%) per annum from the date hereof, shall be paid, a
without demand from the Seller, in
consecutive monthly installments of Two Tho yu:
sand Eight Hundred Twenty Seven Dollars
($2827), beginning on the 1st day of February, 2009,
and continuing on the same day of each
month thereafter, for twenty four (24) consecuti
've months, and upon the first day of the month
following the last month of the above described conse
cutive months, the entire principal balance
ofthe purchase price, $387,319.1 3, shall be due,
owing and paid, in full, to the Seller. The Buyer
shall be permitted to pre-pay the principal balanc e of
the purchase price at any time, without pre-
payment penalty.

3 If Seller has not received the full amount of any
monthly payment by the end of
the fifth 6s") calendar day after the date it is due, Bu
yer shall pay a late charge to Seller in the
amount of five percent (5.0% ) of Buyer’s monthly
payment per month for each month the
payment is late.

4 Monthly installments due hereunder shall be paid to Seller
in the first par: agraph hereof or at such other address as Seller at the address set forth
may from time to time designa

laitiat_ Le VEC i 1 of, Z
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Cc Delivery of Possession. Buyer shall have exclusive possession
of the Property
commencing January 1, 2009 and continuin: g thereafter
so long as Buyer is not in default under
this Contract.

D Taxes. Buyer agrees to assume and to be responsibl
e for all taxes, assessments, and other
charges against the Property due and payable after
the date of Possession. Upon the close of the
purchase of the Property, Seller shall give to Buyer a credit
for (a) any real estate taxes and
assessments which became a lien on the Propert: ly with
respect to any year prior to the year and
date in which this Land Contract was made, and (b)
a pro rata share of the real estate taxes and
assessments which are a lien for the current year.

E. Utilities. Buyer shall put all utility services in Buyer
’s name and shall pay for all charges
incurred for all utility services used or consumed at the Proper
ty from and after the date hereof.
Ifa utilityservice cannot be put in Buyer’s name, then Buyer shall,
within five (5) days of
receiving a utility invoice from Seller, pay said utility
bill directly to the utility provider.

F. Indemnification of Seller. From and after the date
of this Contract, Buyer shall
indemnify Seller for, defend Seller against, and hold Seller harmle
ss from an y liability, loss, cost,
injury, damage or other expense that may occur or
may be claimed by or witl th respect to any
person or property on or about the Property resulting from the
use, misuse, po: ssession,
occupancy or non: occupancy of the Property by Buyer or Buyer
’s agents, employees, licensees,
invitees or guests. Buyer has examined the Property and is relying
solely upon such examination
with respect to the condition, character and size of the lan d,
improvements, and fixtures, if any,
constituting the Property.

G. Insurance. Buyer at Buyer’s sole cost and ex pense,
shall maintain in full force and effect
at all times during the continuance of this Contract:

1 Comprehensive liability insurance for bodi ly injury
or death to any person or
persons, in an amount of not less than One Million Doll:
ars ($$1,000,000) and property damage
insurance in an amount not less than Four Hundred Fifty
T housand Dollars ($450 ,000.00); and
2 Fire and extended coverag insurance on all buildings
and improvements located
on the Property in an amount equal to th ¢ "full repla
cement costs" thereof as determined by
Seller from time to time.

Seller shall be named as insured party in all insurance
policies required above. Said
polices shall provide for written notice to Seller at
lea: st thirty (30) days prior to any cancellation,
modification, or lapse thereof. Buyer shall furnish Se ler
with a copy of such insurance policy.

H. Maintenance and Repair of Property. Buyer, at Buyer
’s sole cost and expense, shal]
keep, maintain, and repair or cause to be kept, maint
ained, and repaired the interior and exterior
of the residential structure and all improvements, includ
ing the grounds, landscaping, and
pavement, at any time erected in or on the Property
and shall use all reasonable precaution to

Initial: liac vlad? . i of rae A ow
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prevent waste, camage or injury to said buildings and improvements.
Buyer shall be responsible
for maintaining or repairing the foundation, buildings, and roof of the
buildings. Buyer shall
also, at Buyer’s sole cost and expense, keep, maintain, and repair
all fixtures and equipment
located in and on the Property, and keep, maintain, and repair all mechani
cal, heating,
ventilating, air conditioning, and electrical systems, and all plumbi
ng situated in, on, and under
the Property. Buyer shall pay promptly when due, all charges, costs
and expenses for such
maintenance, repairs, replacements, and shall indemnify and hold harmles
s the Seller from and
against any and all liabilities, obligations, costs, expense and damages
on account thereof.

Upon failure of the Buyer to keep the Property in said condition and
state of repair, Seller
shall have the right and option to enter upon said Property, make the
necessary repairs and the
sums so paid for the repairs shal] be due on demand. Exercise of this right
by Seller shall in no
event be deemed a waiver of Buyer’s default in failing to maintain the
Property in a good state.
This provision shall in no way obligate Seller to make repairs and/or
payments on behalf of
Buyer.

I Destruction of Property; Appropriation. From and after the effecti
ve date of this
Contract, neither the partial destruction of or damage to the Property,
whether from fire or other
cause, nor the taking of the Property or any portion thereof in appropr
iation proceedings or by the
right of eminent domain or by the threat of the same, shal] release Buyer
from any of Buyer’s
obligations under this Contract; provided, however, that an 'y awards
made for a taking of the
Property shall bel ong to Seller up to the amount due under the terms of
this Contract to the date
of such taking, and the amount of such award paid to Seller shall be credite
d as payments under
this Contract.

If, during the term of this Contract, any of the structures located on the
Property are
totally destroyed or damaged whether from fire or other cause, any compen
sation for such
destruction or damage shall belong to Seller up to the amount due under

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Party Discovery: GROOMS GOLD LLC vs. SITE MAX INC

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