AMENDED AGREEMENT
This Agreement, made this 19th day of January, 2000, between XXXX
X. XXXXXXX, residing at X.X. Xxx 000, Xxxxxxx Xxxx, Xxx Xxxx 00000 (hereinafter
referred to as "Seller"), and AMEDORE HOMES, INC., with offices located at 0000
Xxxxxxxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000 and XXXXXX XXXXXXX, residing at
000X Xxxxxxxx Xxxxxx Xxxx, Xxxxxxxxxxx. Xxx Xxxx 00000 (hereinafter referred to
as "Purchaser").
WITNESSETH
WHEREAS, the Seller is the owner of 150+/- acres of real property
with frontage on Xxxx Road and Moe Road in the Town of Xxxxxxx Xxxx, Xxxxxx xx
Xxxxxxxx xxx Xxxxx xx Xxx Xxxx; and more particularly shown as Exhibit "A" to be
supplied by Seller and to be annexed hereto; and
WHEREAS, Purchaser has the means and ability to plan and subdivide
lands and construct, market and sell residential housing units in the
subdivision; and
WHEREAS, the parties desire to develop and sell the residential
units in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES
HEREINAFTER SET FORTH, IT IS AGREED:
1. PURPOSE. The purpose of the parties is to develop and
improve a subdivision and to construct and sell residual units in said
subdivision.
2. APPROVES. It shall be the responsibility' of Purchaser to
file all applications and pay all fees and expenses including Engineering Costs
and legal fees to obtain all the necessary approvals for the subdivision and to
file the approved plan with the Saratoga County Clerk. Said approvals include,
but are not limited to, New York State Department of Health and Department of
Environmental Conservation, and Town of Xxxxxxx Park Planning Board. It shall be
Purchaser's responsibility to obtain all necessary permits and approvals for the
actual construction of the residential units including, without limitation, all
building permits and certificates of occupancy and to pay all fees and expenses
necessary therefore) and shall cooperate with the authorities having
jurisdiction of the subdivision project to comply with all SEQRA requirements
for the subdivision.
3. ENGINEERING. It shall be the responsibility' of
Purchaser to provide and pay for all engineering expenses incurred for the
preparation of a boundary survey of the developed area of the subdivision,
showing all rights-of-way, easements and other physical burdens now encumbering
the land, and obtain final approval for the subdivision.
4. SUBDIVISION IMPROVEMENTS.
a) Subdivision. Purchaser shall be responsible for the
installation of all water, sanitary sewer, roads,
drainage, final grading, clean-up of debris and downed
trees, landscaping, maintenance and utilities for the
subdivision.
b) Lot Development, Purchaser shall be responsible for the
development of any individual lot.
5. RIGHT TO CONSTRUCT RESIDENCE. Upon receipt of all the
necessary approvals for the construction of residential units, Purchaser shall
have the right to construct the residential units in said subdivision and to
install all improvements necessary to complete the development of the
subdivision including installation of water lines, sewer lines, roads and all
improvements required to complete this subdivision.
6. HOUSE CONSTRUCTION. Purchaser shall be responsible for
the construction of all units and payments of all costs attendant thereto,
including, without limitation:
a) Excavation for foundations and erosion control;
b) Construction of foundations and all necessary lot utilities;
c) Supplying all lumber, steel, insulation, windows, doors,
sheetrock, paint, wallpaper, floor coverings, cabinets,
countertops, concrete, concrete block, brick, stone, vinyl
siding, wood siding, roofing materials, pipe, plumbing
fixtures, plumbing supplies, electric wire, electric
boxes and connectors, electric devices, lights, appliances,
mirrors, tile, nails and any other materials necessary to
complete the construction of the units;
d) Supplying all labor to erect the units;
e) Purchaser shall construct the units in compliance with all
applicable federal, state or local building codes;
f) All materials and supplies used in connection with the
construction of a unit shall be new and both workmanship
and materials shall be of good quality;
g) Purchaser shall provide all required statutory warranties
for the construction and sale of the new homes, and
7. SALE OF UNITS. Purchaser may select a real estate broker or
agent to market the sale of units, or may sell through Purchaser's organization.
8. TRANSFER OF UNITS. Seller shall prepare, execute and deliver
all necessary documents, including deeds, to effectuate the transfer of a unit
to its ultimate purchaser, and shall pay the transfer taxes upon the sale price,
up to the price set forth in paragraph 11. All other transfer taxes shall be the
responsibility of the Purchaser or its grantees.
9. DEDICATION. Seller shall, following their improvement by
Purchaser as required, convey all necessary roads, easements and said rights of
way to the Town of Xxxxxxx Park or such governmental authority which has
jurisdiction of the particular facility.
10. INSURANCE. Each party shall obtain adequate insurance to
protect itself, the other party and the subdivision from any foreseeable risk
arising from the activities provided for herein. Provided, however, that
Purchaser shall obtain a policy of insurance upon the construction of the units
themselves which names Seller as an additional insured.
11. SALE PRICE.
a) Upon Purchaser obtaining all the necessary governmental
approvals and filing of an approved subdivision map on
the land containing 125 lots, shown on Exhibit "A",
Purchaser shall pay the Seller Two Million Four Hundred
Seventy Five Thousand and 00/100 Dollars
($2,475,000.00), Twenty Thousand ($20,000.00) Dollars
per lot for 120 lots and Fifteen Thousand ($15,000.00)
Dollars per lot for the remaining 5, which shall be
payable as follows:
i) $10,000.00 on the execution of this agreement;
ii) $40,000.00 ninety days (90) from the execution of this
agreement;
iii) $200,000.00 upon receipt of the governmental approvals
referred to in paragraph 2 herein.
Total Total
Lots Credited
---- --------
$250,000.00
iv) Year 1 - 16 lots x $12,000.00 = $192,000.00 16 $442,000.00
Total Total
Lots Credited
---- --------
Year 2 - 16 lots x $12,000.00 = $192,000.00 32 $ 634,000.00
Year 3 - 16 lots x $17,000.00 = $272,000.00 48 $ 906,000.00
Year 4 - 16 lots x $18,000.00 = $288,000.00 64 $1,194,000.00
Year 5 - 16 lots x $19,000.00 = $304,000.00 80 $1,498,000.00
Year 6 - 16 lots x $20,000.00 " $320,000.00 96 $1,818,000.00
Year 7- 16 lots x $21,000.00 = $336,000.00 112 $2,154,000.00
Year 8 - Balance of purchase price to wit $321,000.00 payable on or before
December 31, 2008. Any buildable lots in excess of 125 shall be paid for at the
rate of $20,000.00 each, if buildable lots are less than 125, then Purchaser
shall be credited with lots at the rate of $l5,000.00 each with the maximum
reduction at 5 lots at least 120 lots shall be purchased.
120 $2,400,000.00
5 $2,475,000.00
b) Seller shall prepare and execute deeds running to the Purchaser or
Purchaser's grantee for lots, upon payment of the specified
consideration. Conveyance shall be by warranty deed with lien
covenant.
c) Any and all sums in addition to the price set forth in "a",
received at the sale of an individual unit shall be paid to
Purchaser, subject to the payments referred to herein.
d) For the purpose of this contract, the lot configuration is based
upon Map #97-29- LR, with the proposed lot layout as described by
Environment Design showing 125 lots - Exhibit "B".
12. LOT PURCHASE SCHEDULE.
a) Purchaser shall, subject to the provisions of
paragraph 12(b) purchase at least sixteen (16) lots
each calendar year, commencing with the calendar year
2001, (year 1). Calendar year 2001 (year 1) shall for
the purposes of this agreement be the period from July 1,
2001 to March 15, 2002. The second calendar year shall be
from March 16, 2002, to December 31, 2002, each calendar
year thereafter shall commence on January 1 and extend to
the following December 31. Purchaser, however, shall have
the right to purchase more lots in any one year.
b) After the first year purchase of sixteen (16) lots,
purchaser may on two occasions, in any two calendar
years, elect to purchase a minimum of eight (8) lots.
Any such election shall extend the time for purchase
for one calendar year. The consideration schedule as
set forth in paragraph 11 (a), hereof, shall continue
and the purchase price of delayed lots, shall be at the
original price set forth.
c) Purchaser, shall, subject to the provisions of
paragraph 12(b), on or before December 31,2008,
purchase all the remaining property, which is the
subject of this agreement, including any lots not
previously conveyed.
13. CONDITIONS AFFECTING TITLE. The Seller shall convey and
Purchaser shall accept the property subject to all covenants, conditions,
restrictions and easements of record, and zoning and environmental protection
laws, so long as the property is not in violation thereof and any of the
foregoing does not prevent the intended use of the property for the construction
of single family residences.
14. TAX AND OTHER ADJUSTMENTS. Taxes and assessments shall be
apportioned to the Seller until Purchaser shall obtain Planning Board approval
and the premises are assessed as individual lots at which time Purchaser shall
assume the taxes and assessments upon the property.
15. RIGHT OF INSPECTION AND ACCESS. Purchaser and/or a
representative shall be given access to the property for any tests or
inspections required by the terms of this contract upon reasonable notice to
Seller or representative.
16. REAL ESTATE BROKER. The Purchaser and Seller agree that no
real estate broker brought about the sale. Xxxx X. Xxxxxxx is a licensed real
estate broker, but is participating in this sale as a principal.
17. ENVIRONMENTAL DISCLOSURE. Seller represents and warrants
that she had no knowledge of any deposit, storage, disposal, removal, burial,
discharge, spillage, uncontrolled loss, seepage or filtration or oil, petroleum
or chemical liquids or solids, liquid or gaseous products or any hazardous
wastes or hazardous substances (collectively "Hazardous Substances"), as those
terms are used in any appropriate and applicable law, code or ordinance
including, not limited to, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (CERCLA) at, upon, under or within the
Premises as a consequence of ownership or other use thereof prior to the closing
contemplated hereunder by Seller, her employees, agents or servants or any party
acting pursuant to a right or interest herein from Seller. Seller shall hold
Purchaser harmless from and indemnify Purchaser against all losses, damages,
costs (including reasonable attorney's fees), claims, causes of action and
liabilities arising out of or related to a breach of this warranty.
In conjunction with this Article, if same shall be required by
applicable law, code or ordinance, Seller agrees that she shall take
any and all appropriate steps to register, file or disclose, in such
manner and at such time as require thereby, pursuant to such
applicable state or federal law, code or ordinance so as to comply
therewith. If Seller shall be exempt therefore or shall claim
exemptions, Seller shall provide Purchaser with an appropriate
affidavit to that end which shall include an indemnity in favor of
Purchaser should such exemption be disallowed or Seller shall have
been required to so register, file or disclose and shall have
wrongfully failed to do so.
18. NOTICES. All notices contemplated by this agreement shall
be in writing, delivered by certified or registered mail, return receipt
requested, postmarked no later than the required date, or by personal service by
such date to:
Xxxx X. Xxxxxxx and Xxxx X. Xxxxxx, Esq.
X.X. Xxx 000 Xxxxxx, Xxxx and Xxxxxx
Xxxxxxx Xxxx, XX 00000 00 Xxxxxxxx Xxxxx Xxxx
X.X. Xxx 00000
Xxxxxx, XX 00000-0000
Amedore Homes, Inc. and Xxxxxx Xxx, Esq.
0000 Xxxxxxxxxx Xxxx 0000 Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000 Xxxxxx, XX 00000
and
Xxxxxx Xxxxxxx
000X Xxxxxxxx Xxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
19. CONTINGENCIES.
a) Following the execution of the Agreement Purchaser shall have
until March 15, 2000 to inspect the site and meet with the officials from the
Town of Xxxxxxx Park and any other involved agencies. Purchaser shall make
application to the Town of Xxxxxxx Park and any other agency for the necessary
approval to obtain subdivision approval for the project in the event that
Purchaser shall not obtain such approvals, then this Agreement, unless extended
by the parties, shall be null and void and all deposits shall be returned to
Purchaser. In such event, any and all studies, reports, surveys, title work
prepared on behalf of Purchaser shall become the property of the Seller and the
Seller shall return Purchaser's deposit.
b) This Agreement is contingent upon Purchaser executing and
completing a contract of purchase and sale with Seller for the purchase of 5
residential lots. Any breach or violation of such contract shall be a breach of
this contract.
20. ENTIRE AGREEMENT. The contract contains all agreements of the
parties hereto. There are no promises, agreements, terms, conditions,
warranties, representations or statements or other than contained herein. This
agreement shall apply to and bind the heirs, legal representatives, successors
and assigns of the respective parties. It may not be changed orally.
/s/ Xxxx X. Xxxxxxx
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XXXX X. XXXXXXX
AMEDORE HOMES, INC.
By:/s/ Xxxxxx Xxxxxxx
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XXXXXX XXXXXXX
/s/ Xxxxxx Xxxxxxx
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XXXXXX XXXXXXX
