Exhibit 10.14
REAL ESTATE CONTRACT
THIS REAL ESTATE CONTRACT ("Contract") is made this 5th day of July, 2005
(the "Effective Date"), by and between The Xxxxxxxx Family, L.L.C., a West
Virginia limited liability company, and WEST END GROUP OF INVESTORS, LLC, a WEST
Virginia limited liability company (hereinafter, collectively, "Seller") and
XXXXXXX XXXXXX COMPANIES, INC., a Maryland corporation (hereinafter, "Buyer").
WITNESSETH:
WHEREAS, Seller is the owner of a certain parcel of unimproved real
property once known as the "Xxxxx Property" located in Jefferson County, West
Virginia, described as Parcel ___, on Tax Map ____, containing, in the
aggregate, 151 acres, more or less, and more particularly described on Exhibit
"A" attached hereto and incorporated herein by this reference (said parcel, as
finally configured, together with all improvements, appurtenances, rights,
privileges, and easements benefiting, belonging or pertaining thereto, being
hereinafter referred to as the "Property"); and
WHEREAS, Seller desires to sell, and Buyer desires to purchase, the
Property in accordance with the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the foregoing recitals, and of the
covenants and undertakings provided for herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. AGREEMENT OF SALE AND PURCHASE. Seller agrees to sell and convey the
Property to Buyer, and Buyer agrees to purchase the Property from Seller, under
the terms and conditions set forth below.
2. PURCHASE PRICE. THE PURCHASE PRICE FOR THE PROPERTY (THE "PURCHASE
PRICE") SHALL BE FIFTEEN MILLION DOLLARS
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
($15,000,000.00) PAID IN CASH, WIRED FUNDS OR BANK CERTIFIED CHECK ON THE
SETTLEMENT DATE LESS THE DEPOSIT TO BE POSTED WITH CONTRACT AS RECITED BELOW.
3. DEPOSIT.
3.1 Within five (5) business days following the Effective Date hereof,
Buyer shall deliver to The Law Offices of Xxxx XxXxxxxxx, Attorney for Seller,
as Escrow Agent, with offices in Chapel Hill, North Carolina an initial deposit,
in the form of One hundred Thousand Dollars ($100,000.00) (Cash or Check) and a
promissory note in the amount of Four Hundred Thousand Dollars ($400,000.00)
(the "Note Deposit) (collectively, the "Initial Deposit"). Provided this
Contract is not earlier terminated in accordance with the terms contained
herein, within five (5) business days after the expiration of the Study Period,
Buyer shall then deliver to Escrow Agent its certified or cashier's check in the
amount of Four Hundred Thousand Dollars ($400,000.00) (the "Note Replacement
Deposit") (the Initial Deposit and the Note Replacement Deposit shall
hereinafter collectively be referred to as the "Deposit"). The Deposit shall be
immediately disbursed by Escrow Agent to Seller c/o The West End Group of
Investors, LLC, at which xxxx Xxxxxx shall execute and deliver to Buyer in
recordable form deed of trust covering the Property (the "Deed of Trust") which
secures Seller's obligation to return to Buyer the Deposit in accordance with
the terms and conditions of this Contract. The Deed of Trust shall be in the
form attached hereto as Exhibit "B" and incorporated herein by reference. After
release of the Deposit to Seller by Escrow Agent, Seller shall be entitled to
hold, invest and otherwise utilize the Deposit in any manner in which Seller
elects, in its sole discretion, and any interest earned by Seller on the Deposit
shall be solely for the benefit of Seller. In the event any provision of this
Contract entitles Buyer to obtain the return of the Deposit, then Seller shall
return the Deposit to Buyer within ten (10) days after Seller's obligation to
return such Deposit
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
arises. In the event that Seller fails to return the Deposit to Buyer within
such ten (10) day period, then interest shall thereafter accrue on the amount of
the Deposit at the rate of twelve percent (12%) per annum, prorated on a per
diem basis, for the time period commencing on the first (1st) day after the
expiration of such ten (10) day period and ending on the date that the Deposit
is received by Buyer. In addition, if the Deposit is not returned to Buyer
within such ten (10) day period, then Buyer shall be entitled to assert all
claims and causes of action which may be available to Buyer at law or in equity
in order to obtain the return of the Deposit, including (without limitation)
Buyer's right to exercise its remedies under the Deed of Trust. Upon the return
of the Deposit by Seller to Buyer pursuant to the terms and conditions of this
Contract, or upon any termination of this Contract for any reason which would
entitle Seller to retain the Deposit hereunder, Buyer shall promptly execute and
cause to be recorded among the County land records a release of the Deed of
Trust.
3.2 The Deposit, unless otherwise applied in accordance with the terms
of the Contract, shall be credited against the Purchase Price at settlement
hereunder (as defined in Section 5 below) as hereinafter set forth.
4. STUDY PERIOD, RIGHT OF ENTRY
4.1 Buyer is hereby granted the right, at its sole cost and expense,
during the term of this Contract, to enter upon the Property and to cause such
boring, engineering, environmental, water, percolation, absorption, storm sewer,
traffic, utilities, topographic, and/or other tests, investigations, market
studies and/or other studies as Buyer may determine to make. In the event that
any of such tests, investigations and/or studies indicate, in Buyer's sole
discretion, that Buyer's intended use of the Property would not be economically
feasible or otherwise prudent, then, and in that event, Buyer shall have the
right, at its option, at any time prior to the close of business on a day which
is forty-five (45) days following the Effective Date (the "Study Period"), to
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
terminate this Contract by giving written notice to Seller, with a copy to the
Escrow Agent (in the manner specified in paragraph 17 hereof), whereupon, the
Initial Deposit together with the "NOTE" Deposit shall be returned to Buyer and
both parties shall be released from any further liability or obligation to each
other.
4.2 Buyer shall notify Seller prior to its entry onto the Property by
telephone (and if Seller is unavailable, a voice message shall be sufficient
notice) and shall be responsible for any damage which may result from such entry
onto the Property, and that of its agents, employees, engineers and contractors
("Related Parties"), and shall indemnify and hold Seller harmless from and
against any loss, arising out of, or with respect to, such entry by itself or
any Related Parties onto the Property. Buyer shall, at the conclusion of such
tests, restore the Property to substantially the condition that it was in prior
to such entry. This provision shall survive any termination of this Contract.
Prior to Buyer's entry onto the Property, Buyer shall provide Seller with
evidence reasonably satisfactory to Seller that Buyer has, in full force and
effect, a paid liability policy with coverage in an amount no less than One
Million Dollars ($1,000,000) per occurrence. Buyer shall, if so requested by
Seller, instruct its insurance carrier to name Seller as an additional insured
with respect to such policy and provide Seller with proof thereof.
4.3 In the event that Buyer terminates this Contract, Buyer shall
deliver to Seller, without warranty, at no cost to Seller, all results of the
engineering, environmental, marketing and other studies performed in connection
with, and all plans, agreements, approvals and permits secured for the Property,
provided, however, Buyer shall not deliver any proprietary information or
materials to Seller.
5. PAYMENT OF THE PURCHASE PRICE.
On the Settlement Date (as hereinafter provided for in Section 9),
Buyer shall pay the Purchase Price to Settlement Agent in cash, by certified or
cashier's
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
check, or by wire transfer of immediately available funds. The Deposit shall be
credited against the Purchase Price payable at Settlement. Immediately upon
recordation of the special warranty deed conveying the Property to Buyer, which
recordation shall occur by close of business on the second business day after
the date on which Seller delivers the deed to Settlement Agent and satisfies all
related conditions of settlement provided for in this Contract (the
"Settlement"), Settlement Agent shall disburse to Seller the Purchase Price and
due to Seller less and except the Deposit and any closing costs required to be
paid by Seller in accordance with the terms hereof.
6. ENGINEERING DATA AND OTHER INFORMATION. Sketch Plan Approval was
obtained by the Ranson City Council on Monday, the 16th of May, 2005 and the
Seller agrees to deliver to the Buyer, within five (5) calendar days after the
Effective Date of this Contract, without warranty, and free of charge and cost
to the Buyer, copies of any and all engineering, application fees, environmental
and architectural reports and data, all plans, including, but not limited to
concept, preliminary, conservation and storm water management plans, copies of
permits, the most current title report or policy issued to Seller for the
Property, any surveys of the Property and current tax bills for the Property
(collectively the "Data") heretofore caused to be prepared or assembled with
respect to the Property, in Seller's possession or subject to its control.
Seller makes no representation or warranty about the accuracy, reliability or
completeness of the Data other than that Seller has no actual knowledge of any
material inaccuracy or error in such Data, except as Seller may disclose in
writing to Buyer simultaneously with the delivery of such Data to Buyer. Seller
hereby agrees to fully cooperate during the Study Period with all reasonable
requests by Buyer for documentation other than the Data related to the Property.
In the event that the Buyer does not purchase the Property, Buyer agrees to
return the Data received from Seller to Seller. PROVIDED THAT BUYER DOES NOT
TERMINATE THE CONTRACT PRIOR TO THE EXPIRATION
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
OF THE STUDY PERIOD, BUYER SHALL AGREE TO ASSUME THE FINANCIAL OBLIGATIONS OF
THE ENGINEERING BEGINNING AT THE EXPIRATION OF THE STUDY PERIOD AND CONTINUE TO
PURSUE, WITH DUE DILIGENCE, FINAL SITE PLAN APPROVAL AS OF THE EXPIRATION OF THE
STUDY PERIOD. SUCH EFFORT AND COST SHALL BE AT BUYER'S EXPENSE. BUYER SHALL
CONTINUE TO USE THE SERVICES OF RESOURCE INTERNATIONAL, LTD OF ASHLAND, VIRGINIA
AND RANSON, WEST XXXXXXXX. BUYER SHALL USE REASONABLE EFFORTS TO ENGAGE RESOURCE
INTERNATIONAL AND ENTER INTO A MUTUALLY AGREEABLE CONTRACT WITH RESOURCE
INTERNATIONAL DURING THE STUDY PERIOD.
7. TITLE. At Settlement, title to the Property is to be good of record and
in fact, fully marketable and insurable by a recognized title insurance company
of Buyer's selection authorized to do business in the State of West Virginia at
regular rates without exception, except for such matters which Buyer determines,
in its sole discretion, would not prevent, materially impair or materially
increase the cost of Buyer's intended development and construction on the
Property.
7.1 During the Study Period (the "Title Objection Period"), Buyer
shall examine the status of title to the Property. If the examination of title
discloses that title to the Property is not in a condition acceptable to Buyer,
in its sole discretion, Buyer shall have the right, at Buyer's option, (i) to
terminate this Contract prior to the expiration of the Title Objection Period
and receive a refund of the Initial Deposit, whereupon both parties shall be
relieved and discharged of any rights, liabilities or obligations hereunder, or
(ii) give notice to Seller of Buyer's title objections, as hereinafter set
forth.
7.2 In the event that title is not acceptable to Buyer, and Buyer
elects option (ii) in Paragraph 7.1 above, Buyer shall notify Seller of its
specific objections to title ("Buyer's Title Objections") within the Title
Objection Period. The failure of Buyer to notify Seller of Buyer's Title
Objections prior to the end of the Title Objection Period shall be deemed
approval of the state of the title to the Property and Buyer shall have
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
no further right to object to the condition of title, except for matters arising
after the effective date of Buyer's title examination together with any
unacceptable matters which may be reflected on any survey of the Property
obtained by Buyer. Within ten (10) days after receipt of the Buyer's Title
Objections, Seller shall deliver written notice to Buyer identifying those
matters contained in the Buyer's Title Objections that Seller shall elect to
cure, or not to cure, prior to the Settlement Date ("Seller's Election"). If
Seller shall fail to deliver the Seller's Election within such ten (10) day
period, Seller shall be deemed to have elected not to cure Buyer's Title
Objections. If Seller shall elect not to cure any or all of Buyer's Title
Objections, Buyer shall, within ten (10) days after receiving Seller's Election,
or within twenty (20) days after delivery of Buyer's Title Objections, if no
such Seller's Election is received by Buyer, notify Seller as to whether Buyer
shall elect to (i) terminate this Contract and receive a refund of the Initial
Deposit, or (ii) waive its objections to those matters identified in Buyer's
Title Objections that Seller shall not have affirmatively elected to cure, in
which event such uncured title matters shall be deemed permitted exceptions to
title. If Buyer shall fail to deliver its written election to Seller within the
applicable period set forth in the preceding sentence, Buyer shall be deemed to
have elected option (ii) (waiver of objections) and shall have waived its right
to terminate this Contract pursuant to this Paragraph 7 on account of said
identified Buyer's Title Objections and the same shall be deemed permitted
exceptions to title. Seller covenants and agrees, at Seller's expense, to
promptly take such legal action, or make such payment, as shall be necessary to
cure such of Buyer's Title Objections as Seller shall have elected to cure by
the Settlement Date herein specified.
7.3 No later than the Settlement Date, Seller shall discharge and
release any liens, deeds of trust or other monetary encumbrances affecting the
Property, with the cash portion of the Purchase Price proceeds to be applied at
Settlement for this purpose, as necessary, and Buyer shall not be required to
designate
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
such liens or monetary encumbrances as Buyer's Title Objections.
7.4 Following the Effective Date, Seller shall cooperate with Buyer to
create, modify, or release easements, rights-of-way, covenants, conditions or
restrictions with respect to the Property which the parties reasonably agree are
necessary or appropriate for the subdivision, development or use of the
Property. The recordation of any such instruments shall require the consent of
both parties, such consent not to be unreasonably withheld, conditioned or
delayed.
7.5. Following the Effective Date, Seller may not place new financing
liens against Property and modify existing financing liens, without the prior
written consent of Buyer. Any liens approved by Buyer shall be released by
payment to the lender of an amount not exceeding the cash portion of the
Purchase Price of the Property due to Seller at Settlement hereunder.
8. SETTLEMENT COSTS.
8.1 Buyer will order the examination of title and the preparation of
all necessary conveyance papers, and except as otherwise provided herein, Buyer
shall be responsible for all Settlement and title charges, and notary fees, if
any, and all other costs associated with Settlement. Seller and Buyer shall each
pay their own attorneys' fees with respect to this Contract. Seller shall pay a
reasonable fee, not to exceed One Hundred Dollars ($100.00), for services
rendered by Settlement Agent in connection with its performance of Settlement.
8.2 The payment of all normal transfer costs, including state and
local taxes, documenting stamps and the West Virginia Excise Tax on the
privilege of transferring real property shall be shared equally by Seller and
Buyer at Settlement hereunder.
9. SETTLEMENT.
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
9.1 Settlement on the Property shall be held within thirty (30) days
following the date on which the Conditions to Settlement set forth in Paragraph
9.3. have been satisfied (the "Settlement Date") but, in any event, no later
then May 31, 2006, (the "Outside Settlement Date"). In the event the Conditions
to the Settlement have not been met by the Outside Settlement Date, then either:
(i) Buyer may waive the unsatisfied Condition or Conditions and proceed to the
Settlement, or (ii) Buyer may elect to terminate this Contract by written notice
to Seller, at which time the Deposit shall be returned to Buyer, whereupon the
parties shall be relieved and discharged of any rights and liabilities or
obligations hereunder except Buyer's obligation to restore the Property as set
forth in Section 4.3 above. Notwithstanding the foregoing, in the event that any
of the Conditions to Settlement set forth in Paragraph 9.3 have not been
satisfied in Buyer's sole discretion on or before the Outside Settlement Date,
then Buyer may extend the Outside Settlement Date for three (3) consecutive
extension periods of one (1) month each by delivering written notice of each
such extension to Seller on or before the then-applicable Outside Settlement
Date.
9.2 Settlement shall be held in the Law Offices of Xxxxx Xxxxxxxx,
Xxxxxxx Town, West Virginia, or in another settlement agent's office in West
Virginia selected by Buyer, which agency shall act as "Settlement Agent". The
parties may tender its performance via federal express or other commercially
recognized overnight delivery service. Deposit with the Settlement Agent of the
Purchase Price due and payable at such Settlement, the special warranty deed of
conveyance, the assignment and indemnification agreement described in paragraph
21 below, and such other instruments as are required of either party by the
terms of this Contract, and delivery of possession of the Property free of any
tenancies or other possessory rights whatsoever other than the permitted
exceptions to title shall be considered good and sufficient tender of
performance of the terms hereof.
9.3 The obligation of Buyer under this Contract to proceed to
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
Settlement under the terms prescribed herein is subject to the following
conditions precedent (the "Conditions to Settlement"):
(i) Title to the Property shall be in that condition required by
the provisions of Paragraph 7 hereof.
(ii) The representations and warranties of Seller set forth in
Paragraph 15 hereof shall be true and correct in all material respects as of the
Settlement Date.
(iii) The City of Xxxxxx shall have approved the Final Site Plan
for the Property so that the Subdivision Plat is "Ready for Bonding" as more
particularly set forth in Paragraph 14.1 herein.
(iv) The Property shall be free of tenants or occupants.
(v) Completion of the Storm Water Management Basin.
(vi) The parties hereby acknowledge that certain off-site
easements may be required in order for Buyer to develop the Property in an
orderly and governmentally-approved manner in accordance with the Plan and
Subdivision Plat. Therefore, this Contract shall be subject to (a) Buyer
obtaining all such necessary (as determined by Buyer in Buyer's reasonable
discretion) off-site easements that are required by applicable governmental
authorities and are essential to develop a residential community, including
retail establishments, on the Property in accordance with Buyer's intended
development plans and (b) such easements being obtained and recorded among the
applicable land records prior to the Settlement Date. If this condition is not
satisfied on or before the Outside Closing Date (as the Outside Closing Date may
be extended by Buyer pursuant to Paragraph 6 below), Buyer, at its option, may
either (i) terminate this Contract by delivery of written notice to Seller by
the Outside Closing Date, in which event the Deposit shall be returned to Buyer
and the
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
parties shall have no further rights or obligations under this Contract, or (ii)
waive such contingency and proceed to Settlement.
(vii) On the Settlement Date, no action (such as the imposition
of a sewer, water or building moratorium) shall have been taken or shall have
been publicly announced to be taken or threatened to be taken by any applicable
governmental authority which would materially and adversely affect obtaining
building or occupancy permits or the installation of water and sewer facilities
or other utilities to serve the houses and other improvements to be constructed
on the Property, or which materially and adversely changes the procedures or
extends the period for obtaining such permits or facilities or in any other
manner prevents or materially delays construction of Buyer's intended
improvements on the Property or prevents or materially delays such dwellings and
other improvements from being effectively connected to a private or public sewer
and water system or other private or public utilities.
9.4 Seller shall deliver or cause to be delivered to the Settlement
Agent on the Settlement Date an affidavit executed by the Seller, under penalty
of perjury, stating Seller's United States Taxpayer Identification Number and
further stating that Seller is not a foreign person, as that term is defined and
as required in accordance with the Internal Revenue Code Section 1445, and such
other customary and reasonable documents as the Settlement Agent and/or Buyer's
title company may require.
10. ADJUSTMENTS. Taxes, general and special, are to be adjusted to
Settlement Date, according to a statement of taxes issued by the collector of
taxes. Annual benefit charges and assessments, if any, payable on an annual
basis are to be adjusted to the Settlement Date and, thereafter, assumed by
Buyer.
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
11. DEFAULT.
11.1 If Seller wrongfully fails to settle on the Property, and Buyer
is ready, willing and able to perform, or if Seller shall otherwise default or
breach any of the provisions of this Contract, then, provided Buyer has provided
to Seller, in accordance with the provisions of Paragraph 17, written notice
from Buyer specifying the nature of the breach or default, and Seller fails to
cure the specified breach or default within fifteen (15) days after receipt of
the notice, except in the event of a failure to timely settle hereunder on the
Settlement Date, in which case no such right of notice and cure shall be in
effect, Buyer may seek, as its sole right and remedy, one of the following: (i)
receipt of a refund of the Deposit, in which event this Contract shall terminate
and the parties shall have no further rights or liabilities to each other
hereunder; or (ii) specific performance of this Contract and recovery of Buyer's
actual damages caused by Seller.
11.2 If Buyer shall fail to settle on the Property, and Seller is
ready, willing and able to perform, or if Buyer shall otherwise breach or
default under any of the provisions of this Contract, then, provided Buyer has
received written notice from Seller specifying the nature of the breach or
default, and Buyer fails to cure the specified breach or default within fifteen
(15) days after receipt of the notice, Seller, as its sole right and remedy, at
law or in equity, may declare this Contract terminated, whereupon (i) Seller
shall retain the Deposit as agreed liquidated damages and not as a penalty, and
(ii) Buyer and Seller shall be relieved of further liability hereunder, at law
or in equity.
12. RISK OF LOSS. The risk of loss or damage to the Property by fire or
other casualty until the Settlement and recordation of the deed covering the
Property is assumed by Seller.
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
13. VIOLATIONS OF GOVERNMENTAL ORDERS. Seller knows of no violations of
municipal orders or requirements noted or issued by any department or
governmental body having jurisdiction, or action in any Court on account
thereof, against or affecting the Property. In the event that the same exists as
of the Settlement Date hereunder, and provided that the same has not been caused
by Buyer or any of its Related Parties, Seller shall be required to cure the
same provided that the cost thereof does not exceed One Hundred Thousand Dollars
($100,000.00). In the event that the cost to cure the same exceeds One Hundred
Thousand Dollars ($100,000.00) Seller shall have no obligation to cure the same.
In such an event, however, Buyer may either (i) terminate this Contract and
receive a return of its Deposit or (ii) pay the difference between One Hundred
Thousand Dollars ($100,000.00) and the cost necessary to affect such cure and,
if necessary to complete Settlement, the Settlement Date shall be delayed until
a cure has been affected.
14. PLAN AND PLAT APPROVALS.
14.1. Following the expiration of the Study Period, Buyer shall be
responsible to diligently pursue, at its expense, the final approval by the City
of Xxxxxx and all other applicable governmental authorities of the subdivision
plan (the "Plat") and the subdivision plat (the "Subdivision Plat") for the
Property in substantially the form of that shown on the plan attached hereto as
Exhibit "A" for the Subdivision Plat to become Ready for Bonding; provided,
however, that Seller shall be solely responsible for any costs or conditions
associated with causing that certain parcel of unimproved real property
containing approximately 15.25 acres, more or less, and more particularly shown
on Exhibit "C" hereof (the "RANSON RETAIL Property") to be subdivided from the
Property, except to the extent that Buyer has expressly agreed to be responsible
for same pursuant to Section 21 below. For purposes of this Contract, the
Subdivision Plat shall be deemed to be "Ready for Bonding" at such time as the
Plan and the
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
Subdivision Plat have been approved by the City Of Xxxxxx and other governmental
authorities and the Plan and the Subdivision Plat have been executed by the
appropriate representatives of the City of Xxxxxx evidencing such approval,
subject only to Buyer (i) posting the required bonds and escrows and paying all
final fees relating to the final approval and recordation of the Subdivision
Plat, (ii) recording the final approved Subdivision Plat and the accompanying
deed of subdivision among the applicable land records, and (iii) conveying to
any homeowners' association, if applicable, any open space as reflected on the
final approved Subdivision plat. Following the expiration of the Study Period,
provided, that Buyer has not terminated this Contract, Buyer shall assume all
ongoing rights and obligations under Seller's contract with the project's
engineers, Resource International, Ltd. (the "Resource International Contract"),
including but not limited to the obligation to make all payments due in
connection therewith for services rendered after the expiration of the Study
Period. A copy of such contract will be attached hereto during the first 7 days
following the Effective Date and incorporated herein as Exhibit "D." Seller will
not incur any engineering costs during the first 7 days following the Effective
Date. Seller agrees, at no cost or expense to Seller, to cooperate with Buyer to
the extent reasonably necessary for Buyer to submit, process and obtain all
governmental approvals for the Plan and the Subdivision Plat, including by
executing such applications and other documents as may be reasonably requested
by Buyer or by the City of Xxxxxx or other governmental authorities. Buyer and
Seller agree that Buyer obtaining all necessary City of Xxxxxx and other
governmental approvals of the Plan and the Subdivision Plat so that the
Subdivision Plat is Ready for Bonding is a condition precedent to Buyer's
obligation to proceed to closing hereunder. Any changes to the Preliminary
Sketch Plan as shown on Exhibit "A-1" attached hereto, and the Plan and
Subdivision Plats shall be submitted to and approved by Seller (such approval
not to be unreasonably withheld, delayed or conditioned) prior to submission to
the relevant governmental authority for
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
approval.
15. COVENANTS, REPRESENTATIONS AND WARRANTIES.
15.1 Seller covenants, represents and warrants to Buyer that:
15.1.1 Seller has full power and authority to enter into this
Contract and to consummate the transaction described herein, without obtaining
any approvals or consents. There are no legal actions, suits, or other legal or
administrative proceedings pending or, to the best of Seller's knowledge,
threatened against the Property or Seller, and Seller is unaware of any facts
which might result in any such action, suit or other proceeding.
15.1.2 Except as expressly provided for in Section 21 hereof,
Seller has entered into no option, right of first refusal, or other contract or
legal right of any kind, giving any party (other than the Buyer) any rights in
all or any portion of the Property, including, without limitation, to purchase
any portion thereof.
15.1.2.(a) As of the Effective Date, Seller has conveyed to
RANSON RETAIL Development, LLC ("Ranson Retail") the RANSON RETAIL Property.
15.1.2 (b) Ranson Retail as agreed, under separate letters of
understanding (to be turned over to Buyer within 7 days following the Effective
Date) to perform the following acts to improve the Property: (i) Bring up to the
edge of the Property the 90 foot wide access road (the "Access Road") that will
connect the north side of the Property to the newly constructed roadway through
the commercial development and directly to RT 9 without other costs to the
Seller, (ii) assume the cost and burden of building the sewer trunk line (the
"Sewer Trunk Line") through the Property to connect to a pump station (that is
located at the lower end of the Property), (iii) to construct the pump station
and (iv) to build a 12 inch force main into the City of Xxxxxx to presently
installed 24 inch sanitary sewer line that connects to the Xxxxxxx Town Waste
Water Treatment Facility, (v) to provide a sewer disposal treatment plant (the
"Sewer Disposal Treatment Plant") using a private sewer plant being constructed
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
on the adjacent property (now fully approved) for a minimum of 20,500 gallons of
sewer flow per day to the Property (in addition to the available sewer capacity
being built by the City of Xxxxxxx Town) into said facility at a cost to be paid
for by Buyer, if Buyer so chooses. Said fees and contractual arrangements with
Ranson Retail and other involved persons or companies are to be determined
during the Study Period.
15.1.2(c) Sellers have entered into an agreement with Xxxxxxx
Contractors, Ranson Retail and Marcus Enterprises (the "Storm Water Management
Basin Agreement"), a copy of which is attached hereto as Exhibit "E," to
construct a storm water management basin (the "Storm Water Management Basin") at
the northern most part of the Property to serve all of the retail area being
built and part of the Marcus Enterprises land together with part of the land
owned by the Seller. Pursuant to the Storm Water Management Basin Agreement,
funds in the amount of Five Hundred Thirty Seven Thousand and No/100 Dollars
($537,000) to construct the Storm Water Management Basin have been placed in
Escrow by Seller with Xxxxx Xxxxxxxx, Attorney and Escrow Agent and construction
on the Storm Water Management Basin is well underway and about 50% complete. The
Seller shall continue to work with Xxxxxxx Construction, Ranson Retail and the
Marcus Enterprises to complete the Storm Water Management Basin by the end of
July, 2005 at the expense of the Seller.
15.1.3 Any contractors, subcontractors, laborers and material men
performing work upon or furnishing labor and materials to improve or benefit the
Property at Seller's request have been, or will be, paid in full by Seller in
the ordinary course of business, but in any event, on or before the Settlement
Date hereunder. Seller will execute the necessary affidavits required by Buyer's
title insurance company that Seller has paid all of its expenses relevant to the
Property.
15.1.4 The Xxxxxxxx Family, L.L.C. is a limited liability
company, duly organized, validly existing and in good standing in the State of
West Virginia. WEST END GROUP OF INVESTORS, LLC is a limited liability company,
duly
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
organized, validly existing and in good standing in the Commonwealth of West
Virginia, and is qualified to transact business in and in good standing under
the laws of the State of West Virginia. The persons executing and delivering
this Contract on behalf of Seller are duly authorized to do so and, once
executed and delivered, this Contract shall be binding upon the Seller,
enforceable in accordance with its terms, subject to the exercise of judicial
discretion, in accordance with general principles of equity.
15.1.5 Neither the execution of this Contract nor the
consummation of the transactions contemplated hereby will:
(i) Conflict with or result in a breach of, the terms, conditions
or provisions of, constitute a default under, any agreement or instrument to
which the Seller is a party;
(ii) Violate any restriction to which the Seller is subject; or
(iii) Constitute a violation of any applicable code, resolution,
law, statute, regulation, ordinance, rule, judgment, decree or order.
15.1.6 To the best of Seller's knowledge and belief, but without
independent investigation other than the Phase 1 Environmental Report secured
from Resource International, LTD. of Xxxxxxx Town, West, Virginia, a copy of
which is attached hereto as Exhibit "F" (the "Environmental Report"), except as
may otherwise be reflected in the Environmental Report, the Property does not
contain any hazardous substance. For purposes of this paragraph "hazardous
substance" means any matter giving rise to liability under the Resource
Conservation Recovery Act ("RCRA"), 42 U.S.C. Section 6901, et seq, and the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"),
42 U.S.C. Section 9601, et seq, and the Superfund Amendments and Reauthorization
Act of 1986 ("XXXX"), Pub. L. Xx. 00-000, 000 Xxxx. 0000 (1986), all as amended,
and any other Federal, state or municipal statute or regulation, or any common
law theory based on nuisance or strict liability.
15.1.7 Seller has not conducted or authorized the generation,
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
transportation, storage, treatment or disposal at the Property of any hazardous
substance or petroleum products.
15.1.8 There is no pending or, to the best of Seller's knowledge
and belief, threatened litigation or proceedings before any Court or
administrative agency in which any person or entity alleges the presence,
release, threat or release, placement on or in the Property, or the generation,
transportation, storage, treatment, or disposal at the Property of any hazardous
substance or petroleum products.
15.1.9 Seller has not received any notice of, and has no actual
or constructive knowledge, except as may be reflected in the Environmental
Report, that any governmental authority or any employee or agent thereof, or
private citizen, has determined, or threatens to determine, that there is a
presence, release, threat of release, placement on or in the Property, or the
generation, transportation, storage, treatment or disposal at the Property, of
any hazardous substance or petroleum products.
15.1.10 A true, correct and complete copy of the Storm Water
Management Basin Agreement is attached hereto as Exhibit "E" and made a part
hereof.
15.1.11 After the Effective Date, Seller shall not, without
Buyer's prior written consent (which may be withheld by Buyer in its sole and
absolute discretion): (a) grant any easements or rights-of-way and/or other
encumbrances over or through the Property, (b) enter into any agreements or any
proffers or other commitments affecting the Property, of (c) further encumber
the Property.
15.1.12 To the best of Seller's knowledge, there are no
cemeteries or other burial plots, archeological sites or historical sites
located on the Property.
15.2 Buyer hereby represents and warrants to Seller as follows:
15.2.1 Buyer is a corporation, duly formed, validly existing and
in good standing in the State of Maryland. The person executing and delivering
this
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
Contract on behalf of Buyer is duly authorized to do so and, once executed and
delivered, this Contract shall be binding upon the Buyer, enforceable in
accordance with its terms, subject to the exercise of judicial discretion, in
accordance with general principles of equity.
15.2.2 Buyer has full power and authority to enter into this
Contract and to consummate the transaction described herein, without obtaining
any approvals or consents. There are no legal actions, suits, or other legal or
administrative proceedings pending or, to the best of Buyer's knowledge,
threatened against the Buyer that could prevent Buyer from consummating the
transactions contemplated hereby, and Buyer is unaware of any facts which might
result in any such action, suit or other proceeding.
15.2.3 Neither the execution of this Contract nor the
consummation of the transactions contemplated hereby will:
(i) Conflict with or result in a breach of, the terms, conditions
or provisions of, constitute a default under, any agreement or instrument to
which the Buyer is a party;
(ii) Violate any restriction to which the Buyer is subject; or
(iii) Constitute a violation of any applicable code, resolution,
law, statute, regulation, ordinance, rule, judgment, decree or order.
15.2.4 Any contractors, subcontractors, laborers and materialmen
performing work upon or furnishing labor and materials to study and secure
approvals for the Property at Buyer's request have been, or will be, paid in
full by Buyer in the ordinary course of business.
15.3 All the representations and warranties contained herein are true
and correct as of the date hereof and shall be true and correct on and as of the
Settlement, with the same force and effect as though such representations and
warranties had been made on and as of the Settlement. Such representations and
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
warranties shall survive Settlement hereunder until that date which is ninety
(90) days after the date of the Settlement and shall thereafter be of no force
and effect.
15.4 Buyer acknowledges that Seller is not making and has not made any
representations, warranties or covenants, except as set forth in the special
warranty deed or otherwise in this Contract. Except for such representations,
warranties and covenants as are set forth in the deed or otherwise in this
Contract, Buyer acknowledges that Buyer is purchasing the Property "as is" and
"where is" and confirms that neither Seller nor Seller's agents have made any
representations or warranties concerning or with respect to the Property or the
development, construction, ownership, use or operation thereof and Buyer is
relying upon Buyer's investigation of the Property in making its decision to
purchase the Property.
16. CONDEMNATION. In the event that, as of the Settlement Date, a portion
of the Property that would have a material and adverse effect on Buyer's
intended use of the Property, as determined by Buyer in its reasonable
discretion, or a material part of the Property is (or has previously been)
acquired, or is about to be acquired, by authority of any governmental agency in
the exercise of its power of eminent domain or by private purchase in lieu
thereof (or in the event that at such time there is any threat or imminence of
any such acquisition by any such governmental agency), as determined by Buyer in
its reasonable discretion, Buyer shall have the right, at its option, by written
notice to Seller and to Escrow Agent, to either (i) terminate this Contract and
any interest thereon, in which event the Deposit shall be delivered to Buyer, or
(ii) purchase only so much of the Property not condemned or under threat of
condemnation, in which event the Purchase Price and terms shall be adjusted
accordingly.
The Xxxxxxxx Family, LLC to Xxxxxxx Xxxxxx Companies, Inc.
Initials:
17. NOTICE. Unless stated otherwise herein, all notices, demands or
communications ("notices") permitted or required to be given hereunder shall be
in writing and either mailed, hand-delivered, sent by overnight courier service,
or delivered by facsimile. All notices shall be deemed given on the date of
actual receipt. Notices shall be addressed to Seller, the Buyer or the Escrow
Agent, as the case may be, at the address or telecopy number shown below, or to
such other address as either party shall notify the other in accordance with the
provisions hereof. Actual receipt for purposes of notice given by telecopy shall
be when the notice is transmitted to the party's telecopy number specified below
and confirmation of receipt is received by the transmitting party during normal
business hours or on the next business day if not confirmed during normal
business hours (normal business hours being deemed to end at 5:00 P.M., Monday
through Friday, except legal holidays):
If addressed to Seller: The Xxxxxxxx Family, L.L.C.
000 Xxxxxxx Xxxxxx
Xxxxxx Xxxx, X.X. 00000
Attn: Xxxxxxx Xxxxxxxx
Phone (000) 000-0000
Facsimile: (919) 468-____
e-mail: ________________
And also to West End Group of Investors, L.L.C.
Attention: Xxxxxxxx Xxxxxxxx
000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxx Xxxx, Xxxx Xxxxxxxx 00000
Attn Xxxxxxxx Xxxxxxxx, Member
Phone: (000) 000 0000
Facsimile: (000) 0000000
e-mail: ____________________
With a copy to: Xxxxxxx X. Spain, Manager
0000 Xxxxxx Xxxxx Xxxxx Xx
Xxxx Xxxxxxxxxx, XX 00000
Phone: 000 000 0000
Xxxxxxxx Family LLC to Xxxxxxx Xxxxxx Companies
INITIALS:
PAGE 21
Facsimile: _________________
Email: xxxxxxxxx@xxxx.xxx
Sellers Attorney
Mr. Xxxx XxXxxxxxx
000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx Xxxx, XX 00000
Phone: ___________________
Facsimile: _________________
Email: xxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx
If addressed to Buyer: XXXXXXX XXXXXX COMPANIES, INC.
Attention: Xxxxxx Xxxxx
0000 Xxxxxx Xxxxxxx Xxxxx Xxxxx 000
Xxxxxx 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxxx@xxxxxxxxxxxxx.xxx
If addressed to Escrow Agent: Xxxxx Xxxxxxxx, Esq.
Xxxxxxxx and Xxxxxx
000 X. Xxxxxx Xxxxxx
Xxxxxxx Xxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000 000-0000
E-mail: xxx@xxxxxxxxxxxxxxxxx.xxx
18. GOVERNING LAW. It is the intention of the parties hereto that all
questions with respect to the construction of the Contract and the rights and
liabilities of the parties hereunder shall be determined in accordance with the
laws of the State of West Virginia.
19. BROKERAGE. Seller and Buyer warrant to each other that neither has
Xxxxxxxx Family LLC to Xxxxxxx Xxxxxx Companies
INITIALS:
PAGE 22
dealt with or been represented by any agent, consultant, broker or finder in
this transaction, and that no commission or other fee is contemplated with
respect to this transaction. Seller and Buyer hereby agree to indemnify, defend
and hold each other harmless of and from any claim by any party that a
commission or other fee is due and owing to such party in connection with this
sale transaction as a result of the act or failure to act of the indemnifying
party.
20. DISPUTE RESOLUTION; LIMITATION OF SELLER' S LIABILITY. In the event any
litigation is commenced between the parties hereto concerning the Property, this
Contract, or the rights and duties of either in relation thereto, including,
without limitation, an action for specific performance hereunder, the party
prevailing in such litigation shall be entitled, in addition to such other
relief granted, to costs and a reasonable sum as and for attorneys' fees in such
litigation, to be determined by the Court in such litigation or in a separate
action brought for that purpose.
21. POST CLOSING OBLIGATIONS. Buyer hereby agrees that, at Settlement
hereunder, Buyer shall execute and deliver its agreement to assume and be
responsible for all of Seller's obligations with respect to granting easements
and sharing responsibility for the maintenance of the Storm Water Management
Basin to be constructed upon the Property as the same are set forth in the Storm
Water Management Basin Agreement and Buyer shall indemnify and hold Seller
harmless from and against any liability or loss Seller may suffer due to Buyer's
failure to perform Seller's obligations after Settlement hereunder in accordance
with the terms thereof. Buyer expressly acknowledges that, among the obligations
set forth in the Storm Water Management Basin Agreement that shall be come
binding upon Buyer at Settlement are the following:
(a) The obligation to grant an easement along the southern property line
for the
Xxxxxxxx Family LLC to Xxxxxxx Xxxxxx Companies
INITIALS:
PAGE 23
extension of a sewer line.
(b) The obligation to cooperate with Ranson Retail during its construction
of a storm water management facility in a size sufficient to serve the Ranson
Retail Property, the adjoining Marcus Enterprises property and a portion of the
Flowing Springs Neighborhood.
(c) Funds are now in escrow at the United Bank, Xxxxxxx Town in the amount
of $537,000.00 to pay for the construction of the Storm Water Management Basin.
After Settlement, any amounts required to be refunded by Seller to this
construction escrow as a result of construction costs incurred after Settlement
shall be paid by Buyer.
(d) The obligation to provide access to the Storm Water Management Basin to
the extent necessary to enable the owner of the RANSON RETAIL Property to
satisfy any of its obligations with respect thereto.
(e) The obligation to create an owners association for the Property.
(f) The obligation to enter into a reciprocal easement agreement for the
maintenance of the Storm Water Management Basin in the event that responsibility
for such maintenance is not assumed by the City of Xxxxxx.
Seller shall keep Buyer advised of all notices received in connection
therewith.
22. MISCELLANEOUS PROVISIONS.
22.1 If any term, covenant or condition of this Contract, or its
application to any person or circumstances, shall be invalid or unenforceable,
the remainder of this Contract, or the application of such term or provisions to
persons or circumstances other than those to which it is held invalid or
unenforceable shall not be affected, and each term shall be valid and
enforceable to the fullest extent permitted by law.
22.2 This Contract contains the entire agreement among the parties
regarding the subject matter of this Contract. There are no promises,
agreements, conditions, undertakings, warranties or representations, oral or
written, express or
Xxxxxxxx Family LLC to Xxxxxxx Xxxxxx Companies
INITIALS:
PAGE 24
implied, among them, relating to this subject matter, other than as herein set
forth. This Contract is intended by the parties to be an integration of all
prior or contemporaneous promises, agreements, conditions, negotiations and
undertakings between them. This Contract may not be modified orally or in any
manner other than by an agreement in writing signed by all the parties, or their
respective successors in interest. This Contract may be executed in several
counterparts, each of which shall be an original, but all of which shall
constitute one and the same instrument.
22.3 The parties to this Contract mutually agree that it shall be
binding upon them and each of their respective successors and permitted assigns.
It is further agreed that neither party shall have the right to assign its
rights or obligations hereunder without the prior written consent of the other
party, which consent may be withheld in such party's sole discretion. The
foregoing notwithstanding, Buyer shall have the right, without the consent of
Seller, to assign its rights and obligations hereunder at any time to an entity
directly controlled by Buyer, its principals or their affiliates, or to an
unrelated party simultaneously with Settlement hereunder, provided that such
assignee assumes, in writing, said rights and obligations. The foregoing
notwithstanding, however, Buyer shall remain liable hereunder in the event that
such assignee shall fail to perform as required.
22.4 Whenever reference herein is made to "days," the same shall mean
"calendar days" unless "business days" are specified. Any date specified in this
Contract which is a Saturday, Sunday or legal holiday shall be extended to the
first regular business day after such date which is not a Saturday, Sunday or
legal holiday.
22.5 Notwithstanding any other provision of this Contract or any
agreements, contracts or obligations which may derive there from, nothing
contained herein shall be construed to make the parties hereto partners or joint
ventures, or to render either party liable for any of the debts or obligations
of the other, it being the intention of this Contract to merely create the
relationship of Seller and Buyer regarding
Xxxxxxxx Family LLC to Xxxxxxx Xxxxxx Companies
INITIALS:
PAGE 25
the Property to be conveyed hereby.
22.6 The paragraph headings used herein are for reference and
convenience only, and shall not enter into the interpretation hereof. Wherever
herein the singular number is used, the same shall apply to the plural, and the
masculine gender shall include the feminine and neuter genders, and vice versa,
as the context may require.
22.7 For purposes of this Contract, the "Effective Date" shall mean
the date of receipt by Buyer of a fully executed Contract, which date of receipt
shall be determined in accordance with Paragraph 20 herein and shall be inserted
on page 1 of this Contract.
22.8 Seller and Buyer covenant and agree to do any and all further
acts, not otherwise inconsistent herewith, and to execute and acknowledge, seal
and deliver any and all other and further instruments and documents, not
otherwise inconsistent herewith, in order to consummate the transactions
contemplated hereby. The parties hereto shall cooperate with each other in every
reasonable manner, other than pecuniary, in order to fulfill each party's
obligations hereunder.
22.9 Buyer and Seller each reserve the right to waive any of the terms
and conditions of this Contract which benefit the party waiving the same, and to
purchase or sell the Property in accordance with the terms and conditions of
this Contract which have not been so waived. Any such waiver must be in writing,
signed by the party waiving the same.
22.10 Neither this Contract, nor any notice of this Contract, shall be
recorded.
22.11 In order to satisfy the Rule Against Perpetuities, it is hereby
provided that Settlement hereunder shall occur, if at all, within ten (10) years
of the Effective Date hereof.
22.12 Seller represents to Buyer that WEST END GROUP OF
Xxxxxxxx Family LLC to Xxxxxxx Xxxxxx Companies
INITIALS:
PAGE 26
INVESTORS, LLC is and will be the Development Manager with the power and
authority to act with respect to this Contract and the Property on behalf of
both parties constituting the Seller and that any actions taken by WEST END
GROUP OF INVESTORS, LLC shall be binding upon Seller.
23. SELLERS ARE REAL ESTATE BROKERS. The parties acknowledge that certain
owners/managers/members are real estate agents/brokers and this disclosure is
made to satisfy rules concerning such disclosure.
IN WITNESS WHEREOF, the parties have executed this Real Estate Contract on
the date set forth below.
WITNESS/ATTEST: SELLER:
The Xxxxxxxx Family, L.L.C.
By:
------------------------------------- ------------------------------------
Name:
----------------------------------
Title:
---------------------------------
(Date)
---------------------------------
WEST END GROUP OF INVESTORS, LLC.
By:
------------------------------------- ------------------------------------
Name:
----------------------------------
Title:
---------------------------------
(Date)
---------------------------------
WITNESS/ATTEST: BUYER:
Xxxxxxxx Family LLC to Xxxxxxx Xxxxxx Companies
INITIALS:
PAGE 27
XXXXXXX XXXXXX COMPANIES, INC.
By:
------------------------------------- ------------------------------------
Name:
----------------------------------
Title:
---------------------------------
(Date)
---------------------------------
REAL ESTATE CONTRACT- THE XXXXXXXX FAMILY, L.L.C. ET AL.
AND XXXXXXX XXXXXX COMPANIES
PAGE 28
READ, AGREED AND APPROVED
ESCROW AGENT:
By:
------------------------------------- ------------------------------------
Name:
----------------------------------
Title:
---------------------------------
(Date)
---------------------------------
REAL ESTATE CONTRACT- THE XXXXXXXX FAMILY, L.L.C. ET AL.
AND XXXXXXX XXXXXX COMPANIES
PAGE 29
STATE OF ________,
___________________ COUNTY, to wit:
I HEREBY CERTIFY, that on this _____ day of _________, 2005, before me, the
subscriber, a Notary Public in and for the State and County aforesaid,
personally appeared _________________________, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within and foregoing
Real Estate Contract, and acknowledged that he is Manager of The Xxxxxxxx
Family, L.L.C., and that he, as such Manager, being authorized so to do,
executed the same, for the purposes therein contained, by signing his name as
Manager thereof, and further acknowledged the same to be the free act of The
Xxxxxxxx Family, L.L.C.
WITNESS my hand and Notarial Seal.
----------------------------------------
NOTARY PUBLIC
----------------------------------------
Printed Name
My Commission Expires:
REAL ESTATE CONTRACT- THE XXXXXXXX FAMILY, L.L.C. ET AL.
AND XXXXXXX XXXXXX COMPANIES
PAGE 30
STATE OF ________,
___________________ COUNTY, to wit:
I HEREBY CERTIFY, that on this _____ day of _________, 2005, before me, the
subscriber, a Notary Public in and for the State and County aforesaid,
personally appeared _________________________, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within and foregoing
Real Estate Contract, and acknowledged that he is Manager of WEST END GROUP OF
INVESTORS, , L.L.C., and that he, as such Manager, being authorized so to do,
executed the same, for the purposes therein contained, by signing his name as
Manager thereof, and further acknowledged the same to be the free act of WEST
END GROUP OF INVESTORS, L.L.C.
WITNESS my hand and Notarial Seal.
----------------------------------------
NOTARY PUBLIC
----------------------------------------
Printed Name
My Commission Expires:
REAL ESTATE CONTRACT- THE XXXXXXXX FAMILY, L.L.C. ET AL.
AND XXXXXXX XXXXXX COMPANIES
PAGE 00
XXXXX XX XXXXXXXX,
XXXXXXXXXX XXXXXX, to wit:
I HEREBY CERTIFY, that on this _____ day of _________, 2005, before me, the
subscriber, a Notary Public in and for the State and County aforesaid,
personally appeared _________________________________ known to me (or
satisfactorily proven) to be the person whose name is subscribed to the within
and foregoing Real Estate Contract, and acknowledged that he is the Authorized
Signatory of Xxxxxxx Xxxxxx Companies, Inc., which entity is the Buyer being
authorized so to do, executed the same, for the purposes therein contained, by
signing his name as the Vice President of Xxxxxxx Xxxxxx Companies, Inc. further
acknowledged the same to be the free act of Xxxxxxx Xxxxxx Companies, Inc.
WITNESS my hand and Notarial Seal.
----------------------------------------
NOTARY PUBLIC
----------------------------------------
Printed Name
My Commission Expires:
REAL ESTATE CONTRACT - THE XXXXXXXX FAMILY, L.L.C. ET AL. AND
XXXXXXX XXXXXX COMPANIES
PAGE 32
REAL ESTATE CONTRACT - THE XXXXXXXX FAMILY, L.L.C. ET AL. AND
XXXXXXX XXXXXX COMPANIES
PAGE 33
EXHIBIT "A"
PROPERTY DESCRIPTION
REAL ESTATE CONTRACT - THE XXXXXXXX FAMILY, L.L.C. ET AL. AND
XXXXXXX XXXXXX COMPANIES
PAGE 34
EXHIBIT A-1
PRELIMINARY SKETCH PLAN
REAL ESTATE CONTRACT - THE XXXXXXXX FAMILY, L.L.C. ET AL. AND
XXXXXXX XXXXXX COMPANIES
PAGE 35
EXHIBIT B
DEED OF TRUST
REAL ESTATE CONTRACT - THE XXXXXXXX FAMILY, L.L.C. ET AL. AND
XXXXXXX XXXXXX COMPANIES
PAGE 36
EXHIBIT C
DESCRIPTION OF RANSON REALTY PROPERTY
REAL ESTATE CONTRACT - THE XXXXXXXX FAMILY, L.L.C. ET AL. AND
XXXXXXX XXXXXX COMPANIES
PAGE 37
EXHIBIT E
STORM WATER MANAGEMENT BASIN AGREEMENT
REAL ESTATE CONTRACT - THE XXXXXXXX FAMILY, L.L.C. ET AL. AND
XXXXXXX XXXXXX COMPANIES
PAGE 38
EXHIBIT F
ENVIRONMENTAL REPORT
REAL ESTATE CONTRACT - THE XXXXXXXX FAMILY, L.L.C. ET AL. AND
XXXXXXX XXXXXX COMPANIES
PAGE 39
