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Exhibit 10(a)
REAL ESTATE SALES CONTRACT
THIS CONTRACT, made as of this 30th day of June, 1997, by and between
American Family Homes, Inc. ("Seller") and Deer Valley Limited Liability
Company, 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 373.663 acres located on the West side of
Middletown Road and the East side of Mill Hill Road, Xxxxxxx County,
Maryland, and known as the Middletown Property, 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 Purchase Price for the Property is Three
Million Dollars ($3,000,000.00) (the "Purchase Price"), which Purchase
Price shall be paid by Purchaser's assumption of Seller's obligations under
the loan documents evidencing and securing that certain loan (the "Loan")
in the original principal amount of $4,000,000.00, made by Banco Popular de
Puerto Rico (the "Lender") to Seller on or about December 5, 1995. The
Loan is secured by, inter alia, the Property.
3. Payment of Purchase Price. The total purchase price for the
property shall be paid as follows:
Assumption of Three Million Dollar ($3,000,000.00) debt of
Banco Popular, currently encumbering this property and the
release of Interstate General Company L.P. from the debt and
the release of the Pomfret property from this debt. The
balance of the purchase price, if any, will be paid in cash
within thirty (30) days of the receipt of the updated
appraisal.
4. Title. The Property 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 for the
Banco Popular Deed of Trust assumed above and except covenants, conditions,
easements and restrictions of record. At Closing, conveyance of the
Property to the Purchaser shall be effected by a good and sufficient
special warranty deed.
5. Settlement. The Purchaser agrees to settle on the Property no
later than June 30, 1997. Settlement on the land shall take place at the
offices of the Purchaser's choosing. TIME IS OF THE ESSENCE.
6. 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
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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.
7. Use of Property. Purchaser represents and warrants that it is
acquiring the Property for the purpose of developing it for residential
units. The property is transferred hereunder in "As-Is" condition as of
the date of this Agreement. Seller makes no warranty as to the property's
use or condition.
8. 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.
9. 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.
10. 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 shared equally. Costs of recordation and title
examination shall be shared equally. Any special Farmland Assessment,
rezoning tax, recapture tax or successor tax shall be paid in full by
Seller.
11. 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.
12. 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.
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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.
13. 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.
14. Time of the Essence. Time shall be considered of the essence
of this Agreement.
15. 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.
16. Assignment. Purchaser shall not have the right to assign this
Agreement without the consent of Seller, which consent shall not be
unreasonably withheld.
17. 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.
18. 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
Purchaser: Deer Valley Limited Liability Company
000 Xxxxxxxxx Xxxxxxx Xxxxxx
Xx. Xxxxxxx, Xxxxxxxx 00000
Attention: J. Xxxxxxx Xxxxxx
President
19. Commissions. No real estate commissions are involved in
respect to the sale and purchase of the Property described herein.
20. Governing Law. This Agreement shall be governed by the laws of
the State of Maryland.
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21. 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 Xxxxx By: /s/ Xxxxx X. Xxxxx
----------------- ----------------------------
Xxxxx X. Xxxxx
Director, Vice Chairman
WITNESS: DEER VALLEY LIMITED LIABILITY COMPANY
/s/ Xxxxxx Xxxxx
----------------- By: /s/ J. Xxxxxxx Xxxxxx
----------------------------
J. Xxxxxxx Xxxxxx
President
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Exhibit A
Property Description
Parcel 1:
BEGINNING for the same at a white stone fixed on the West side of the
public road leading from Xxxxxxxxxxx to Xxxxxx, marking the corner of the
land of Xxxx X. X. Xxxxxx heirs, the land formerly owned by Xxxxxxxxx Xxx
Xxxxxxxx, more recently owned by Xxxxxxxx Xxxxxx Xxxxxxx and now owned by
Xxxx Xxxxxxx, the land formerly owned by Xxxxxxx Xxxxxx and more recently
owned by X. X. Xxxxxxxxx and Xxxxx X. Xxxxx; thence running with the lines
of the Xxxxxxx land South 64 deg. 30 min. East 630 feet to a stone there
fixed; thence South 60 deg. East 612 feet to a cedar stake and iron rod;
thence North 51 deg. 30 min. East 915 feet to an iron rod there fixed;
thence South 48 deg. East 975 feet to an iron road there fixed; thence
South 73 deg. East 298 feet to a stone fixed on the Southeast edge of an
old road, the corner of Xxxxx Xxxxxx Xxxxx lot, formerly part of the XXxx
Xxxxxx land known as "Friend's Hazard"; thence with said land, that is to
say the former Xxxx Xxxxxx tract South 49 deg. West 2312 feet to a stone
there fixed, identified by Xxxx X. Xxxxxxxx as a corner of this land, the
said Xxxxxx land and the land of Xxxxxxx Xxxxxxx; thence with said Xxxxxxx
land North 86 deg. West 1207 feet to a stone fixed at the foot of a large
pine tree on the East side of the public road leading to Xxxxxxxxxxx to
Xxxxxx, a corner of the land formerly owned by X. X. Xxxxxxxxx and J. Xxxx
Xxx; thence with the line of said land North 3 deg. 45 min. East 2182 feet
to the point of beginning, containing ninety-five (95) acres, more or less.
and
Parcel "A", containing 2.037 acres, more or less, on a Plat thereof
entitled "Parcel 'A' Xxxxxx" as recorded among the Land Records of Xxxxxxx
County, Maryland, in Plat Book 32, Folio 130.
Being all of the same land which by Deed dated February 10, 1987, and
recorded among the Land Records of Xxxxxxx County, Maryland, in Liber 1194,
at Folio 091, was granted unto St. Xxxxxxx Associates Limited Partnership.
Parcel 2:
Lying and being in the Sixth Election District of Xxxxxxx County, Maryland.
BEGINNING for the same at an iron pipe found on the northeasterly side of
Mill Hill Road, 60 feet wide, thence binding on said Mill Hill Road for the
following two courses and distances, (1) North 19 deg. 04'16" West, 126.37
feet; (2) North 35 deg. 36'56" West, 537.71 feet to the southwesterly
corner of Lot 1 as shown on the Plat entitled, "Land of Xxxxxx X. Xxxxxx,
Xx.", and recorded among the Land Records of Xxxxxxx County, Maryland in
Plat Book 35, Folio 74; thence binding on the southerly and easterly
outline of said Plat for the following two courses and distances; (3) North
54 deg. 23'04" East, 300.00 feet; (4) North 35 deg. 36'56" West, 451.37
feet to a point on the third or North 77 deg. 17'19" East, 971.16 foot line
of Schedule A described in a Deed dated June 27, 1973 from Xxxxxxx X.
Xxxxxx, et al, to Imaginative Builders Inc. and recorded among the Land
Records of Xxxxxxx County, Maryland, in Liber 300, at Folio 160, thence
binding on the third through the fifth lines thereof for the following
three courses and distances; (5) North 65 deg. 26'36" East, 664.73 feet to
a pipe found; (6) North 34 deg. 08'06" West, 427.89 feet to a pipe found;
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(7) North 67 deg. 14'17" East, 731.68 feet to a pipe found, binding on the
southeasterly outline of the land of Xxxxx Xxxxxx described in a Deed dated
July 25, 1963 from Xxxxxx Xxxx, Trustee, et al, to Xxxxx Xxxxxx and
recorded among the aforementioned Land Records in Liber No. 1165, at Folio
453; thence continuing on said Xxxxxx land, (8) North 66 deg. 33'22" East,
2143.36 feet to a pipe found at the end of the first or south 72 deg.
08'48" West, 989.75 foot line of a Deed dated November 16, 1981 from Xxxxxx
X. Xxxxx, Xx., et al, to Xxxxxx X. Xxxxxx, et al, and recorded among the
aforesaid Land Records on Liber 830, at Folio 79; thence binding reversely
on said line, (9) North 64 deg. 01'48" East, 990.23 feet to a pipe found at
the end of the sixth or North 11 deg. 54'16" West, 650.03 foot line of a
Deed dated December 18, 1969 from Xxxxx X. Xxxxx, et al, to the Southern
Maryland Hardwood Lumber Co., Inc. and recorded among the aforementioned
Land Records in Liber 213, at Folio 399; thence binding reversely on the
sixth through the third lines of said Deed for the following four courses
and distances, (10) South 20 deg. 01'27" East, 650.16 feet; (11) South 19
deg. 11'51" East, 191.31 feet; (12) South 14 deg. 10'21" East, 269.95 feet;
(13) South 17 deg. 21'56" East, 1227.12 feet to a pipe found at the
beginning of the second or South 78 deg. 33'West, 756.29 foot line of
Parcel No. 2 described in a Deed dated March 10, 1969 from Xxxx Xxxx Xxxxx,
to Xxxx Xxxxx Xxxxx, Xx. and recorded among the aforementioned Land Records
in Liber No. 203, at Folio 277; thence binding on said line, (14) South 71
deg 33'05" West, 759.87 feet to a concrete monument found on the northeast
side of an old roadway; thence binding on said roadway for the following
nine courses and distances, (15) South 38 deg. 58'28" East, 94.974 feet;
(16) South 47 deg. 06'26" East, 135.75 feet; (17) South 57 deg. 23'09"
East, 367.29 feet; (18) South 45 deg. 28'41" East, 127.56 feet; (19) South
31 deg. 22'28" East, 163.59 feet; (20) South 48 deg. 45'46" East, 129.21
feet; (21) South 61 deg. 42'17" East, 116.37 feet; (22) South 45 deg.
41'44" East, 140.44 feet; (23) South 30 deg. 58'39" East, 95.03 feet;
thence crossing said old road land binding on the outline of the land of
Xxxxxx Xxxxxxxxx for the following two courses and distances, (24) South 35
deg. 09'24" West, 437.84 feet; (25) South 15 deg. 48' 34" West, 195.97 feet
to a point on the twelfth or South 78 deg. 58'27" East, 169.27 foot line of
a Deed dated March 29, 1978 from Xxxxxxx Xxxxx to Xxxxx X. Xxxxx, et ux and
recorded among the aforementioned Land Records in Liber No. 565, at Folio
231, thence binding reversely on the twelfth through the seventh lines
thereof for the following six courses and distances; (26) North 85 deg.
56'13" West, 154.07 feet to a pipe found; (27) North 82 deg. 33'57" West,
294.13 feet to a pipe found; (28) North 72 deg. 33'56" West, 174.91 feet to
a pipe found; (29) South 74 deg. 07'09" West, 104.64 feet to a pipe found;
(30) North 85 deg. 48'37" West, 259.88 feet; (31) South 51 deg. 50'36"
West, 490.06 feet to a pipe found; thence binding further on the land of
Xxxxxxx Xxxxxx, (32) North 74 deg. 18'49" West, 626.22 feet to a pipe found
at the end of the tenth or South 26 deg. 39'24" West, 271.97 foot line of
the aforementioned Deed of Imaginative Builders, Inc.; thence binding
reversely on the second or South 66 deg. 26'30" East, 2604.16 foot line of
a Deed dated April 20, 1967 from Xxxxxxx-Xxxxxxxxxx, Inc. to A.M.S. Trading
Company, Inc. and recorded among the aforementioned Land Records in Liber
No. 188, at Folio 74, (33) North 73 deg. 05'19" West, 1264.58 feet to an
axle found at the beginning of the North 67 deg. 15' West, 1090.00 foot
line of the Plat of the Land of "Xxxxx X. Xxxx, J.", recorded among the
Land Records of Xxxxxxx County in Plat Book No. 35, at Folio 129; thence
binding on said Plat, (34) North 73 deg. 51'09" West, 1080.21 feet to the
point of BEGINNING.
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Saving and excepting therefrom three (3.00) acres of land described in a
Deed dated April 2, 1984 from Xxxxxxx X. Xxxxxx, et al, to Xxxxxxx X.
Xxxxxxx, Xx., et ux and recorded among the aforementioned Land Records in
Liber No. 1021, at Folio 186, being subject to a 50 foot wide access right
of way being more fully shown and described on a Plat entitled, "Land of
Xxxxxxx X. Xxxxxx, et al." and recorded among the Land Records of Xxxxxxx
County, Maryland, in Plat Book 33, at Folio 30.
Containing a net acreage of 281.56 acres of land, more or less.
And further saving and excepting therefrom Parcel Lettered A, containing
46.13652 acres, more or less, as shown on the Plat of Subdivision entitled
"Parcel 'A' St. Xxxxxxx Associates Limited Partnership", recorded among the
Land Records of Xxxxxxx County, Maryland, in Plat Book 43, at Folio 182.
Being a part of the land obtained by St. Xxxxxxx Associates Limited
Partnership by a Deed dated September 24, 1987, and recorded among the Land
Records of Xxxxxxx County, Maryland, in Xxxxxx 1246, at Folio 505.
Parcel 3:
That piece or pacel of land situated on the Northwest side of "Middletown
Road" leading from Middletown to Maryland Rout 228, containing 16.563
acres, more or less, as more particularly described by courses and
distances in a deed from Xxxxxxx Xxxxx, recorded among the Land Records of
Xxxxxxx County, Maryland in Liber 565, Folio 231, reference to which is
hereby made for the purpose of incorporating herein the description therein
contained, to the same extent as if herein repeated.
and
That piece or parcel of land situated on the Northwest side of "Middleton
Road" leading from Middletown to Xxxxxxxx Xxxxx 000, containing 1.00 acre,
mor or less, as more particularly described by courses and distances in a
deed from Xxxxxxx X. Xxxxx and Xxxxxxx X. Xxxxx, recorded among the Land
Records of Xxxxxxx County, Maryland, in Liber 565, Folio 233, reference to
which is hereby made for the purpose of incorporating herein the
description therein contained, to the same extent as if herein repeated.
Being all of the land obtained by St. Xxxxxxx Associates Limited
Partnership, by a Deed dated August 26, 1987, and recorded among the Land
Records of Xxxxxxx County, Maryland, in Liber 1239, at Folio 475.
Parcel 4:
All those three contiguous lots, tracts, pieces, parcels or subdivisions of
lands and premises, situate, lying and being near what was formerly Xxxxx
Post Office, in the Sixth Election District of Xxxxxxx County, Maryland,
and according to a survey made by Xxxxxxx X. Xxxxxxx, dated July 25, 1967,
is more particularly described as follows:
BEGINNING at an iron pipe found at the northeast corner of the land
conveyed to Xxxxxx Xxxxxx and Xxxxx May Xxxxxx in Liber 164, Folio 370,
said iron pipe being on the westerly side of Middletown Road (30 feet
wide), thence running with said land of Xxxxxx.
North 80 deg. 47'00" West 720.23 feet to an iron pipe found, a corner of
Xxxxxx and the residue of the land now or formerly Xxxxx Xxxxxx; thence
running with said land nor or formerly Xxxxxx.
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North 80 deg. 56'30" West 779.52 feet to a Stone found, a corner of the
land conveyed to Xxxxxx X. XxXxxxxx and Xxx X. XxXxxxxx in Liber 155, Folio
243; thence running with said land.
North 50 deg. 50'12" East 1370.12 feet to an iron rod found, a corner
common to the said land of XxXxxxxx and running with said land of Xxxx.
South 75 deg. 25'04" East 566.15 feet to an iron pipe found on the westerly
side of Middletown Road; thence with said road
South 09 deg. 26'05" West 605.81 feet; thence
South 04 deg. 45'08" West 364.46 feet to the beginning, containing 23.6397
acres, being the property conveyed to Xxxx X. Xxxxxxxx and Xxxxxxxx X.
Xxxxxxxx in Liber 126, Folio 230, and lying in the Sixth Election District
of Xxxxxxx County, Maryland.
Being all of the land obtained by St. Xxxxxxx Associates Limited
Partnership by a Deed dated September 15, 1987, and recorded among the Land
Records of Xxxxxxx County, Maryland, in Xxxxxx 1243, at Folio 513.
Said Parcels 1 through 4, lying and being in the Sixth Election District of
Xxxxxxx County, Maryland.
