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Exhibit 10(c)
REAL ESTATE SALES CONTRACT
THIS CONTRACT, made as of this 30th day of September, 1996, by
and between American Family Homes, Inc. ("Seller") and Interstate Business
Corporation or assigns ("Purchaser").
WITNESSETH
NOW, THEREFORE, in consideration of the mutual covenants of Seller and
Purchaser and for other good and valuable consideration, the receipt and
sufficiency of which Seller acknowledges, Seller and Purchaser agree as
follows:
1. Agreement of Sale and Purchase. Seller agrees to sell and convey to
Purchaser and Purchaser agrees to purchase from Seller, in fee simple absolute,
under terms and conditions set forth below, all that parcel of land containing
32.38 acres located in the Dorchester Neighborhood of St. Xxxxxxx PUD, Xxxxxxx
County, Maryland and known as Dorchester Greens, Parcel Q, containing one
hundred twenty-two (122) single-family lots hereinafter collectively referred
to as the Property, more particularly described and shown as Exhibit A,
attached hereto and made a part hereof.
2. Purchase Price. The total purchase price for the Property shall be
Two Million ($2,000,000) Dollars in cash.
3. Payment of Purchase Price. The total purchase price for the
property shall be paid as follows:
(a) The sum of Fifty thousand ($50,000.00) Dollars as a good faith
deposit (the "Deposit") shall be paid at the time of execution of this contract
in the form of a check. The Deposit shall be applied against the purchase
price at closing or be refunded to Purchaser where such refund is permitted
under this Agreement.
3a. Additional Consideration.
A. Purchaser in the name of and on behalf of the Seller, agrees
that it will pay to the Xxxxxxx County Department of Public Works, or such
other legal entity providing sewer and/or water services to the aforesaid
lots, the charges in effect at the time of connection for connection to
the sewer and/or water system including such other charges as may be
imposed by such authority, the charge per dwelling unit for the purpose of
providing a sewer connection to the Mattawoman Interceptor or similar
interceptor serving the balance of the project. All rebates and/or
credits shall inure to the benefit of and be repaid to the Seller.
B. Purchaser will pay to Seller a fee of $200.00 per dwelling unit
for off-site construction of interceptors, pumping or treatment
facilities.
C. Purchaser shall pay in a timely fashion, in the name of and on
behalf of the Seller, the applicable off-site road fee imposed by the
Xxxxxxx County Department of Public Works and the applicable school impact
fee.
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D. Purchaser shall provide and install all mailboxes onto provided
mailbox structures as required by local Post Office and the St. Xxxxxxx
Planning and Design Review Board.
E. Purchaser agrees to comply with all of the requirements of Docket
90 for Parcel Q, as attached.
F. Purchaser agrees to comply with all requirements of the
Preliminary Plan, as approved.
G. Purchaser shall pay all fines imposed by Maryland Department of
the Environment due to failure of Purchaser's lot(s) to comply with
Erosion and Sediment Control Ordinances.
4. Title. The Lots purchased hereunder shall be conveyed by Seller with
good and marketable title of record and in fact, in fee simple, free and clear
of all liens and encumbrances of any kind, except covenants, conditions,
easements and restrictions of record ordinarily recorded in the development of
residential housing developments and uniformly applicable to all other lots in
each group or section purchased by Purchaser, including but not limited to, the
Declaration of Easements, Covenants, Conditions and Restrictions recorded for
Westlake Village and Dorchester Neighborhood and Westlake Village Architectural
Covenants. At Closing, conveyance of the Property to the Purchaser shall be
effected by a good and sufficient special warranty deed.
5. Investigation. The Purchaser shall have the right within 30 days
from the acceptance date of this contract by the Seller to cause any one or
more of the following to be made: boring, engineering, market, economic,
topographic tests, studies, and or investigations as to the subject property.
In the event that any one or more of said tests, studies, and or investigations
do not warrant the development of the Property, in the sole discretion of the
Purchaser, then and in such event, the purchaser shall have the right within
said 30 day period to terminate this contract and to forthwith receive a full
refund of his deposit paid hereunder.
6. Settlement. The Purchaser agrees to settle on the property within
15 days after notification to Seller that all of the conditions of approval
placed on the project by the Xxxxxxx County Planning Commission are acceptable
to the Purchaser, but in no event later than September 30, 1996. Settlement on
the land shall take place at the law offices of the Purchaser's choosing. TIME
IS OF THE ESSENCE.
7. Failure to Deliver Title. Should Seller be unable to deliver title
in accordance with the provisions of this Agreement or any extension of time
agreed upon by the parties, it is agreed that Purchaser's liability shall
terminate; provided, however, that if the defects of title are of such nature
that they can readily be remedied by legal action, such action shall be
promptly undertaken by Seller, at its expense, and the time of Closing extended
for a period not to exceed sixty (60) days for such action.
8. Use of Property. Purchaser represents and warrants that it is
acquiring the Property for the purpose of building and selling single family
units.
9. Front-Foot Benefit Charges. The Seller advises the builder and the
builder agrees to and shall advise all purchasers of lots from the builder,
that said lots may be subject to uniform front-foot benefit charges, in
accordance with Xxxxxxx County policies and regulations.
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10. Water and Sewer Services. Seller represents and warrants that water
and sewer services shall be furnished by the Xxxxxxx County Department of
Public Works or such other legal entity responsible for furnishing water and
sewer services and such services shall be available to Purchaser for each
dwelling unit, as and when required by Purchaser, in accordance with the rates,
rules and regulations then in effect.
The Purchaser agrees to notify the Builder(s) that at the time of any
application for a building permit for said lot or lots, he will agree in
writing that he understands that the Certificate of Use and Occupancy will not
be issued for said lot or lots until such time as the water and sewer
facilities are determined by the County to be substantially complete and that
he will include in any contract of sale which he executes for the sale of said
lot or lots a written notice to any subsequent purchaser that a Certificate of
Use and Occupancy will not be issued for said lot or lots until the water and
sewer facilities are determined by the County to be substantially complete.
The builder also understands that a Certificate of Use and Occupancy will not
be issued for any lot until it is determined by the County that all roads
serving the particular lot are substantially complete. Satisfactory
installation of the base coat constitutes "substantially complete".
11. FHA and Other Governmental Rules and Regulations.
A. Purchaser agrees that any dwelling units constructed by it on
the aforesaid Lots shall be in accord with the standards, specifications,
rules and regulations of all applicable governmental agencies.
B. Seller is including in the sale price of the Lots as set forth
herein all amenities, including but not limited to parks, playgrounds,
school sites and neighborhood centers with swimming pool. These amenities
are part of Dorchester Neighborhood, and in accordance with this contract
Parcel Q must be annexed by Purchaser to Dorchester Neighborhood prior to
the sale of any units. Further, the Purchaser must provide all of the
requirements stated in the Docket 90 approval including the capital
contribution of Two Hundred Dollars ($200.00) per unit at the time of
settlement of each unit. A fee for maintenance of community facilities
will be applicable in accordance with any assessments applied pursuant to
Section 17 herein.
12. Architectural Approval.
A. Purchaser shall submit to Seller, for its written approval,
floor plans and elevations on all new dwelling units proposed to be
constructed by Purchaser on the aforesaid Lots and from which sales of
dwelling units will be made, plus plans for styles and exteriors of all
such buildings to be built. The Purchaser also agrees that the Seller,
through the St. Xxxxxxx Planning and Design Review Board, or other
committee designated by Seller, has the absolute right to approve or
disapprove any and all site plans and architectural plans for structures
to be constructed in the St. Xxxxxxx Communities. See Exhibit D, Fee
Schedule.
B. If Purchaser complies with reasonable standards of design and
FHA requirements, Seller guarantees approval of Purchaser's plans by said
Committee.
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C. Written approval or disapproval of plans submitted by Purchaser
shall be delivered to Purchaser within thirty (30) days after submission
of such plans by Purchaser. In the event that the St. Xxxxxxx Planning
and Design Review Board or any committee designated by Seller shall fail
to deliver written approval or disapproval of the Purchaser's plans within
thirty (30) days after submission of such plans, it shall be conclusively
presumed that the plans submitted have been approved.
13. Advertising.
A. Purchaser agrees that in its sales program, advertising,
publicity and public relations campaign, copy for newspapers, radio,
television, billboard and other advertising media and in brochures,
circulars and the like, the name and logo "St. Xxxxxxx" shall be
publicized in a prominent manner, and that all advertising copy shall be
submitted to and approved by Seller prior to being used by Purchaser.
B. The Purchaser agrees that any advertisement for the sale of
housing or rental of housing constructed by it at St. Xxxxxxx will adhere
to the following restrictions:
1. The Purchaser shall submit all news releases concerning St.
Xxxxxxx to all publications and radio and TV stations on the list
maintained by the Developer for advertising purposes.
2. All advertising in any communications medium or any
printed matter made available to the public shall contain the equal
housing opportunity logo, statement or slogan of the Department of
Housing and Urban Development (37 F.R. 6702, Table II).
3. Seller shall provide the necessary signs from the road to the
model home site.
14. Trees. Both Seller and Purchaser agree that they will use their best
efforts to preserve the trees on the finished sites.
15. Restrictive Covenants and Assessments. Purchaser agrees that all of
the Lots conveyed under this Agreement are subject to all restrictive covenants
that have been or will be recorded against the Property in form as approved by
the Seller, which covenants will contain the power of assessment in an
association or other entity. Such assessment shall be prorated between the
Purchaser and Seller as of the date of settlement. Assessment shall not be
more than 75 cents per hundred dollars of assessed valuation of the Property.
16. Seller's Representations and Warranties.
A. Seller represents and warrants that (i) it is the owner of
record and in fact, legally and beneficially, of the Property, (ii) it has
the right to sell said Property without the agreement of any other person
and (iii) it has title that is good and marketable, and not subject to any
liens, encumbrances, leases, covenants, conditions, restrictions, rights
of way, easements or other matters affecting title which would interfere
with Purchaser's intended development of the Property.
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17. Purchaser's Representations and Warranties.
A. Purchaser is a corporation duly organized and validly existing
under the laws of the State of Maryland and is qualified to do business in
the State of Maryland.
B. Purchaser and its officers have full right and authority to
execute this Purchase Agreement.
18. Adjustments and Costs. Taxes, metropolitan district charges, front
footage or other benefit charges or assessments charged on an annual or other
periodic basis by any State, County, District, Commission or any agency or
subdivision thereof shall be adjusted and prorated to the date of Closing,
except that assessments for improvements existing in or on the Property prior
to the date of Closing, whether or not levied or even if payable thereafter,
shall be paid by the Seller. The cost of all documentary stamps, transfer
taxes, or other taxes on the act of transfer or conveyance required to be paid
in full in connection with the transfer of the Property shall be paid in full
by Purchaser. Costs of recordation and title examination shall be paid by
Purchaser. Any special Farmland Assessment, rezoning tax, recapture tax or
successor tax shall be paid in full by Seller.
19. Risk of Loss. The risk of loss or damage to the Property by fire or
other casualty until the deed of conveyance is recorded is assumed by the
Seller.
20. Cable Television. Purchaser agrees that prior to and during the
period in which a home or homes on the Property are being constructed,
Purchaser shall permit Xxxxx Communications, a Colorado corporation, and its
agents, employees and contractors, to lay CATV cable in the same trenches
opened for the running of electric lines and, at reasonable times and upon
reasonable notice, to enter the premises and pre-wire the premises for cable
television service. The right of access granted hereby shall be for the
benefit of, and exercisable by, Xxxxx Intercable, Inc., or any successor or
assignee thereto succeeding to the ownership or operation of its cable
television system in St. Xxxxxxx.
21. Complaints. As the satisfaction and well being of all purchasers of
homes in St. Xxxxxxx is of importance to Seller and Purchaser, the parties
agree that any homeowner complaints shall be treated by Purchaser both
courteously and expeditiously.
22. Nondiscrimination.
A. Purchaser agrees that neither it nor anyone authorized to act
for it will refuse to sell or rent, after the making of a bona fide offer, or
refuse to negotiate for the sale or rental of, or otherwise make unavailable or
deny a Lot covered by this Agreement to any person because of race, color,
religion, sex or national origin. This covenant shall also be included in the
final deed of conveyance, shall run with the land and shall remain in effect
without any limitations in time.
B. Seller and Purchaser agree that any restrictive covenant on the
Property relating to race, color, religion, sex, or national origin is
recognized as being illegal and void and is specifically disclaimed.
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23. Sole Agreement. This Agreement represents the complete understanding
between the parties hereto and supersedes all prior negotiations,
representations or agreements, either written or oral, as to the matters
described herein. This Agreement may be amended only by a written instrument
signed by both parties. No requirements, obligations, remedy or provision of
this Agreement shall be deemed to have been waived, unless so waived expressly
in writing, and any such waiver of any provision shall not be considered a
waiver of any right to enforce such provision thereafter.
24. Time of the Essence. Time shall be considered of the essence of this
Agreement.
25. Serveability. If any provision of this Agreement shall be held
violative of any applicable law or unenforceable for any reason, the invalidity
or unenforceability of any such provision shall not invalidate or render
unenforceable any other provision hereof which shall remain in full force and
effect.
26. Assignment. Purchaser shall not have the right to assign this
Agreement without the consent of Seller, which consent shall not be
unreasonably withheld.
27. Successors, Assigns and Survival. The covenants, agreements and
conditions herein contained shall inure to the benefits of and bind the
successors and acceptable assigns of the parties hereto. All representation,
warranties, covenants and agreements set forth herein shall remain operative
and shall survive the Closing on the Property and the execution and delivery of
the Deed and shall not be merged therein.
28. Competitors. Purchaser hereby understands Seller plans to sell lots
and acreage to other builders; however, Seller hereby warrants that no other
purchasers will receive price and price terms which would in any way place
Purchaser at a competitive disadvantage as to price, advertising cooperation,
purchase of additional properties, terms of payment, model home lots, quality
of construction demanded by the St. Xxxxxxx Planning and Design Review Board,
or other consideration.
29. Notice. All notices authorized or required herein shall be in
writing and shall be sent by registered or certified mail, return receipt
requested, to Seller or Purchaser at their respective address as set forth
below:
Seller: American Family Homes, Inc.
000 Xxxxxxxxx Xxxxxxx Xxxxxx
Xx. Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
Buyer: Interstate Business Corporation
000 Xxxxxxxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: J. Xxxxxxx Xxxxxx, President
30. Commissions. No real estate commissions are involved in respect to
the sale and purchase of the Property described herein.
31. Governing Law. This Agreement shall be governed by the laws of the
State of Maryland.
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32. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
their respective seals as of the day and year first above written.
WITNESS: AMERICAN FAMILY HOMES, INC.
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Its: Director, Vice Chairman
WITNESS: INTERSTATE BUSINESS CORPORATION
/s/ Xxxxx X. Xxxxx By: /s/ J. Xxxxxxx Xxxxxx
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J. Xxxxxxx Xxxxxx
Its: President
