AGREEMENT OF SALE
THIS AGREEMENT OF EXCHANGE AND SALE made this 31st day
of March, 1998, by and between CMS-NEVILLEWOOD LIMITED
PARTNERSHIP, with an address of 0000 Xxxxxxxxx Xxxxx,
Xxxxxxxxxxx, XX 00000 (hereinafter referred to as "Seller"),
AND
SEVEN FIELDS DEVELOPMENT COMPANY, with an address of 0000 Xxxxxx
Xxxxx, Xxxxx 000, Xxxx, XX 00000 (hereinafter referred to as
"Buyer").
W I T N E S SE T H:
WHEREAS, Seller is the owner in fee simple of certain
real estate located within the Nevillewood Planned Residential
Development ("PRD"), Xxxxxxx Township, Allegheny County,
Pennsylvania, known as Lots 901 through 908, inclusive of the
Nevillewood Xx. 00, Xxxxx 0-X-0 and 5-A-4 Plan, as recorded in
the Recorder's Office of Allegheny County,Pennsylvania in Plan
Book Volume 207, pages 116 through 119 (the "Property"), and
Buyer desires to acquire all of Seller's right, title and
interest in and to the Property upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual
covenants, terms and conditions herein contained, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound,
the parties hereto hereby agree as follows:
1. The Property. Subject to the terms and conditions contained
herein, Seller hereby agrees to sell and Buyer hereby agrees to
buy all of the subdivided lots (the "Lots", or individually a
"Lot") comprising the Property for the total purchase price of
Eight Hundred Ninety-Six Thousand Dollars ($896,000.00), to be
paid in cash or certified funds and to be closed and paid as
follows:
(a) Buyer shall purchase one Lot on or before April 30, 1998
(each date on which a closing must occur on a Lot hereinafter
called a "Settlement Date"), and shall pay the sum of One
Hundred Twelve Thousand Dollars ($112,000.00);
(b) Buyer shall purchase one Lot on or before September 30, 1998,
and shall pay the sum of One Hundred Twelve Thousand Dollars
($112,000.00);
Buyer shall purchase one Lot on or before January 31, 19999,
and shall pay the sum of One Hundred Twelve Thousand Dollars
($112,000.00);
(d) Buyer shall purchase one Lot on or before May 31, 1999, and
shall pay the sum of One Hundred Twelve Thousand Dollars
($112,000.00);
(e) Buyer shall purchase one Lot on or before September 30, 1999,
and shall pay the sum of One Hundred Twelve Thousand Dollars
($112,000.00);
(f) Buyer shall purchase one Lot on or before January 31, 2000,
and shall pay the sum of One Hundred Twelve Thousand Dollars
($112,000.00);
(g) Buyer shall purchase one Lot on or before May 31, 2000, and
shall pay the sum of One Hundred Twelve Thousand Dollars
($112,000.00);
(h) Buyer shall purchase one Lot on or before September 30, 2000,
and shall pay the sum of One Hundred Twelve Thousand Dollars
($112,000.00).
2. Representations and Warranties.
(a) The Buyer hereby represents and warrants to Seller that: (i)
The Buyer has fully investigated the Property and the
appurtenances thereto; (ii) neither the Seller nor any agent,
attorney, employee or representative of the Seller has made any
representations whatsoever regarding the subject matter of this
exchange and sale or any part thereof, except as expressly set
forth in this Agreement; (iii) the Buyer, in executing,
delivering and performing this Agreement, does not rely
on any statement or information to whomsoever made, by and
individual, firm or corporation, and is acquiring the Property
and all appurtenances thereto "As Is:, except as hereinafter set
forth in the Paragraph 2; (iv) Buyer is a Pennsylvania
corporation, duly authorized to enter into this Agreement of
Sale, which is a valid an legally binding obligation to Buyer;
and (v) Compliance and entry into this Agreement of Sale and
consummation of the transactions contemplated hereby
do not conflict with nor will result in a breach or constitute a
default under any contract, agreement, indenture or other
undertakings to which Buyer is a party or by which Buyer is
bound.
(b) The Seller hereby warrants and represents to Buyer that: (i)
Seller has the requisite power and authority to enter into and
carry out the terms of this Agreement; (ii) there is no
litigation or action pending or threatened against or relating to
Seller or to the Property which would materially affect the
validity of this Agreement or any action taken or to be taken by
Seller pursuant hereto; (iii) Seller has not entered into any
contract or agreement of any kind the performance of which by the
other party thereto would give rise to a lien on any portion of
the Property (other than liens such as mortgage liens that will
be satisfied at closing); (iv) to Seller's actual knowledge, the
Property is not located in any regulated wet land or area of
special flood hazard development of which would be limited or
precluded by law; (v) Seller has not received any notice of any
uncorrected violations of housing, safety or fire ordinances
concerning the Property; (vi) Seller is a Delaware limited
partnership, and the general partner is duly authorized,
pursuant to a partnership agreement, to enter into this Agreement
of Sale, which is a valid and legally binding obligation to
Seller; (vii) compliance and entry into this
Agreement of Sale and consummation of the transactions
contemplated hereby do not conflict with nor will result in a
breach or constitute a default under any contract, agreement,
indenture or other undertakings to its Seller is a party or by
which Seller is bound; (viii) to Seller's actual knowledge, the
Property is free from contamination from, and does not contain
any, hazardous waste or hazardous substances (as are regulated
under the Resource Conservation Recovery Act or the Comprehensive
and Environmental Response, Compensation and Liability Act); and
(ix)to Seller's actual knowledge, there are no legal, regulatory
or contractual provisions in effect which would prevent Buyer
from developing the Property into eight four-unit townhouse
complexes, with one four-unit townhouse complex on each lot
(provided, however, Buyer acknowledges that it must apply for and
obtain final approvals/permits for the grading, construction, and
other matters to be able to proceed with the development and
construction)
3. Condition of the Settlement. Buyer's obligation hereunder
shall be subject to the following:
(a) Buyer's obligation to proceed with the Settlement on the
first Lot transaction shall be subject to Buyer receiving on or
before April 15, 1998, at Buyer's sole expense, a commitment
for title insurance from any reputable title insurance company,
by which the title insurance company agrees to insure Buyer that
it will have a fee simple interest in the Property, free and
clear of all liens and encumbrances which would prohibit the
development of the Property into eight four-unit townhouse
complexes (the "Title Commitment").If Buyer does not secure any
title commitment, by such date, this contingency shall be deemed
waived. If the title commitment received by such date is not a
Title Commitment, then Buyer shall notify Seller on or before
March 31, 1998 of such fact, and Seller shall have thirty days to
attempt to resolve the issues so as to cause the title company to
issue a Title Commitment. If Seller fails to cause the title
company to so issue a Title Commitment, then Buyer may elect to,
on or before April 30, 1998, (i) waive the condition
described in this Paragraph 3(a) or (ii) terminate this Agreement
and recover any hand-money deposit, at which time this Agreement
shall be null and void and there shall be no further
obligations hereunder. If Buyer shall not have notified Seller
on or before March 31, 1998 of any title defect, or notify Seller
of its election on or before April 30, 1998, as applicable, then
Buyer shall be conclusively deemed to have elected to waive the
condition described in this Paragraph 3(a).
(b) Buyer's obligation to proceed with any Settlement, after
Settlement on the first Lot, shall be subject to the issuance, on
or before thirty (30) days prior to the Settlement date, of a
title commitment by any reputable title company, which indicates
that, as to the subject Lot, there are no liens, encumbrances, or
defects in the title appearing after the first Lot closing, in
addition to those set forth in the Title Commitment described
above, which would prohibit the developmentof the subject Lot
into a four-unit townhouse complex. If Buyer does not secure any
title commitment by such date this contingency shall be deemed
waived. If the title commitment received by such date is not a
Title Commitment, then Buyer shall notify Seller on or before
thirty days prior to such Settlement date of such fact, and
Seller shall have thirty days to attempt to resolve the issues so
as to cause the title company to issue a Title Commitment. If
Seller fails to cause the title company to so issue a Title
Commitment, then Buyer may elect to, on or before the Settlement
Date, (i) waive the condition described in this Paragraph 3(b) or
(ii) terminate this Agreement and recover any hand-money deposit,
at which time this Agreement shall be null and void and there
shall be no further obligations hereunder. If Buyer shall not
have notified Seller on or before thirty days before the
Settlement Date of any title defect, or notify Seller of
its election on or before the Settlement Date, as applicable,
then Buyer shall be conclusively deemed to have elected to waive
the condition described in this Paragraph 3(b) for such Lot
Settlement.
Buyer's obligation to proceed with any Settlement shall be
subject to Seller performing the site development work on the
Property described in paragraph 1 of Exhibit "A", attached
hereto, in a good and workmanlike manner, such that so much of
the work is completed on and around the subject Lot to permit
Buyer to begin construction of a four-unit townhouse complex
upon the subject Lot. If Seller fails to so complete such
development work in or around the subject Lot, the parties agree
to extend the time period for such Settlement for
thirty days to accomplish such completion. Where such work is
failed to be completed on or before such extended date, then
Buyer may elect to, on or before date, (i) waive the condition
described in this Paragraph 3 or (ii) terminate this Agreement
and recover any hand-money deposit, at which time this Agreement
shall be null and void and there shall be no further
obligations hereunder. If Buyer shall not notify Seller of its
election on or before the extended Settlement date, then Buyer
shall be conclusively deemed to have elected to waive the
condition described in this Paragraph 3 for such Lot Settlement.
4. Settlement. On or before each Settlement Date, the
following conditions shall be satisfied:
(a) Seller shall deliver to Buyer a special warranty deed (the
"Deed") conveying to Buyer fee simple title to each Lot. Buyer
shall pay the fees payable in connection with the recording of
the Deed or other instruments.
(b) The sale and conveyance of each Lot by Seller to Buyer shall
be closed at 10:00 a.m. on the Settlement Date at the offices of
Papernick & Gefsky, P.C., 00xx Xxxxx, Xxx Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxx 00000 (or shall other place as the
parties may mutually agree).
All real estate taxes, charges, and assessments shall be prorated
between Seller and Buyer as of the Settlement Date according to
the number of days each party owns each Lot
during the fiscal year of the taxing bodies (or other appropriate
year, in the case of assessments of other charges). The real
estate taxes on each Lot shall, if not individually assessed, be
determined on the basis of the total real estate taxes assessed
against the unimproved property of Seller of which the Lot is a
part for the tax year in which the settlement occurs and
multiplying it by a fraction, the numerator of which is the area
of the Lot and the denominator of which is the total developable
area of all lots included in such blanket assessment.
(d) Seller and Buyer shall share equally the cost of any real
estate transfer or documentary stamp taxes required to be affixed
to the Deed (the "Transfer Tax").
(e) Seller shall pay for the preparation of deed and Buyer shall
pay the fees and costs payable in connection with the recording
of the Deed. Buyer shall be responsible for the payment of any
and all title insurance or search fees or premiums.
(f) Buyer shall pay any fees or costs in connection with any
loan, or the assumption of the loan with any lender, including,
but not limited to, any taxes, recording fees or costs of any
title insurance policy or endorsement issued to any lender.
5. Default.
(a) If Buyer defaults Seller may elect to: (1) retain any hand
money deposited on account hereunder as liquidated damages as the
parties agree that the hand money is a reasonable
settlement of Seller's damages and is not a penalty; if Seller
chooses this remedy, upon notice to Buyer, this Agreement will be
terminated and the parties release of further liability; or (2)
apply any such hand money toward Seller's damages which may
include, but are not limited to, loss of bargain, consequential
damages and attorney's fees prior to default.
(b) If Seller defaults Buyer may elect to: (1) rescind this
Agreement and waive any claim for loss of bargain; and if Buyer
chooses this remedy, Seller will cause to be paid to Buyer the
hand money, if any, and the direct costs which Buyer incurred in
preparation for settlement, including, without limitation, title
examination fees, mortgage loan fees and expenses, survey costs,
inspection costs and attorney's fees prior to Seller's default;
when Seller has made such payments in full to Buyer this
Agreement will terminate; or (2) file an action for specific
performance including consequential damages; or (3) file an
action at law for damages for loss of bargain.
6. COAL NOTICE. THIS DOCUMENT MAY NOT SELL, CONVEY, TRANSFER,
INCLUDE OR INSURE THE TITLE TO THE COAL AND RIGHT TO SUPPORT
UNDERNEATH THE SURFACE LAND DESCRIBED OR REFERRED TO HEREIN, AND
THE OWNER OR OWNERS OF SUCH COAL MAY HAVE THE COMPLETE LEGAL
RIGHT TO REMOVE ALL OF SUCH COAL AND IN THAT CONNECTION, DAMAGE
MAY RESULT TO THE SURFACE OF THE LAND ANY HOUSE, BUILDING OR
OTHER STRUCTURE ON OR IN SUCH LAND. THE INCLUSION OF THIS NOTICE
DOES NOT ENLARGE, RESTRICT OR MODIFY ANY LEGAL RIGHTS OR ESTATE
OTHERWISE CREATED, TRANSFERRED, EXCEPTED OR RESERVED BY THIS
INSTRUMENT. (This notice is set forth in the manner provided in
Section 1 of the Act of July 17, 1957, P.L. 984, as
amended, and is not intended as notice of unrecorded instruments,
if any). Unless this notice is stricken, the deed for the
property will contain this notice and will also contain, and
Buyer will sign, the notice specified in the Bituminous Mine
Subsidence and Land Conservation Act of 1966.
7. Builder Requirements. It is acknowledged and agreed that
Buyer must adhere to all requirements set forth by the Seller for
qualified builders in the Nevillewood Plan, or with
regard to the Property specifically, and all conditions of the
Declaration of Covenants of the Nevillewood Plan. Also, Buyer
must perform the work set forth in paragraph 2 of Exhibit "A" in
a good and workmanlike manner and at all times adhere to the
Builder Addendum attached hereto.
8. Legal Fees. Seller shall be responsible for legal fees
incurred by it to its legal counsel. Buyer shall be responsible
for legal fees incurred by him to his legal counsel.
9. Condemnation and Casualty.
(a) Seller represents and warrants that it has no knowledge of
any existing or threatened proceeding of any entity to condemn
the Property or to take any part thereof under the right of
eminent domain, and if Seller acquires such knowledge, Seller
agrees that it shall promptly notify Buyer.
(b) If (i) an eminent domain proceeding against the Property
shall have been commenced or (ii) all or any part of the Property
shall have been damaged or destroyed by fire or other casualty
and the amount of such damage is greater than or equal to
$100,000.00, then Buyer may elect to terminate this Agreement, or
in the case of fire or other casualty, to postpone the Settlement
Date until such time the damage has been fully repaired. If
prior to the Settlement Date all or any part of the Property
shall have been damaged or destroyed by fire or other casualty
and the amount of such damage is less than $100,000.00, then this
Agreement shall continue in full force and effect, provided, that
Buyer may elect to postpone the Settlement Date until such time
as the damage has been fully repaired. If Buyer elects not to
terminate this Agreement or to postpone the Settlement Date, then
on the Settlement Date, Seller shall assign to Buyer all of
Seller's rights, if any, in and to (i) the awards, or (ii) the
insurance proceeds, whichever the case may be.
If Buyer elects to terminate this Agreement pursuant to the terms
of this subparagraph, then Seller shall promptly return to Buyer
the Deposit, all interest earned thereon, and all other
monies paid on account of the transactions contemplated by this
Agreement, whereupon this Agreement shall become null and void
and both parties shall be released of all further liability
hereunder.
10. Assignment. Buyer may assign this Agreement to a
corporation, partnership or other entity of which Buyer, or its
shareholders, own a controlling interest, but which will not
relieve Buyer from liability hereunder. Except as expressly set
forth in the preceding sentence, Buyer may not sell, assign or
transfer this Agreement or any right, title or interest herein to
any entity without the prior written consent of Seller. This
Agreement and all of its terms and conditions shall otherwise
extend to and be binding upon the parties hereto and their
respective heirs, successors and assigns.
11. Amendments. This Agreement may be amended, renewed,
extended or canceled only by a written instrument executed on
behalf of each of the parties hereto by an authorized
representative of each party, and neither party shall at any time
in any way assert or contend that any amendment, extension or
cancellation of this Agreement (or of any part or parts,
including this paragraph, hereof) has been made other than by a
written instrument so executed.
12. Entire Agreement. This Agreement constitute the entire and
only agreement between the parties, and supersede and cancel any
and all pre-existing agreements and understandings
between the parties or any of them relating to the subject matter
hereof. Any and all prior and contemporaneous negotiations and
preliminary drafts and prior versions of this Agreement,
whether signed or unsigned, between the parties or any of them
leading up to their execution shall not be used by any part to
construe the Agreement. No representation, inducement,
promise, understanding, condition or warranty not set forth
herein has been made or relied on by any party.
13. Construction. This Agreement shall be governed by and
performed in accordance with the laws of the Commonwealth of
Pennsylvania. The parties hereto consent to jurisdiction and
venue being laid in the state and federal courts of the
Commonwealth of Pennsylvania for the purpose of any action or
actions brought concerning this Agreement.
14. Notices. All notices or request that may at any time be
required or permitted to be given hereunder shall be deemed to
have been properly given if personally delivered in writing, sent
by telecopy, or sent by registered or certified mail, return
receipt requested, postage prepaid, addressed to the parties as
set forth in the first page of this Agreement, or to such other
name and address as shall be furnished in writing by either party
to the other. All notices and requests shall be effective when
personally delivered, telecopied, or if properly addressed, when
mailed.
15. Sewage Facility Notice: The following notice is given under
the Pennsylvania Sewage Facilities Act of January 24, 1966, No.
537 P.L. 1535, as amended: The Property is vacant land and is
therefore not serviced by a community sewage system. Buyer has
knowledge of all the requirements to connect to such system.
16. Captions. The captioned sections in this Agreement are used
for convenience only and they in no way defined, limit or
prescribe the scope or intent of this Agreement or any provisions
hereof.
17. Possession. Possession of the property shall be given at
the time of closing.
18. Risk of Loss. Risk of loss of the Property will remain upon
Seller until Settlement.
19. Municipal Improvements. Seller will pay any municipal claim
against the Property if the ordinance or resolution authorizing
the work or improvement is adopted prior to the date of this
Agreement. Buyer will pay any municipal claim against the
Property if the ordinance or resolution authorized the work or
improvement is adopted on or after the date of this Agreement.
20. Force Majeure. The provisions of this paragraph shall be
applicable, whenever time limits are set forth herein, if there
shall occur, during the time when this Agreement is in full
force and effect, any strike, lockout, or labor dispute; act of
God, governmental restriction, regulation or control; enemy or
hostile governmental action, civil commotion, insurrection,
revolution, sabotage; or other similar condition beyond the
reasonable control of the Buyer or Seller, including fuel
shortages. If either Buyer or Seller shall, as the result of
such event, fail punctually to perform any obligation required by
the provisions of this Agreement, then such obligation shall be
punctually performed as soon as practicable after such event
shall xxxxx. If the Buyer or Seller shall, as a result of such
event, be unable to exercise any right or option
within any time limit provided therefor in this Agreement, such
time limit shall be deemed extended for a period of equal to the
duration of such event.
21. Recording. Buyer shall not record this Agreement and any
such recording shall constitute a
default by Buyer hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.
WITNESS: SELLER:
CMS -NEVILLEWOOD LIMITED PARTNERSHIP
SEVEN FIELDS DEVELOPMENT COMPANY
BUILDER ADDENDUM TO AGREEMENT OF SALE
The following provisions supplement and modify the foregoing
Purchase Contract (the "Contract") by and between the parties
hereto:
1. Buyer shall perform its work upon the Property, and
conduct all building operations, in a neat, professional and
workmanlike manner, in compliance with all federal, state and
municipal laws, regulations and ordinances. Buyer agrees to take
all necessary action to protect the streets, sidewalks, common
areas, landscaping, curbs, utilities, amenities, and other
portions of the Nevillewood Planned Residential Development
("PRD") from any and all damage or incident, due to any
construction upon the Property (including any damage caused by
equipment or workmen, or due to any site preparation or
construction). Buyer shall respond and address to
all complaints made by any property owners in the PRD, or any
governmental authorities, effectively and promptly.
2. Buyer shall indemnify and hold Seller harmless from and
against any and all liability, including, but not limited to any
liability for injuries suffered to any person, property or thing,
on account of Buyer's operations, construction and use of the
Property, including but not limited to, due to any
endorsements, water discharge or subsidence onto an adjacent
property. This indemnity shall include, without limitation, any
cost, fines, or other charges, including attorneys' fees, which
Seller may suffer or become liable for as a result of Buyer's
actions or inactions in connection with the Property.
3. Notwithstanding anything to the contrary contained in the
Agreement, or in the Declaration, Buyer covenants and agrees to
cause construction of four single-family residential
dwellings to commence on each Lot within sixty (60) days after
Settlement and to cause such construction to be completed and a
certificate of occupancy issued within eight (8) months of the
date on which construction is begun. Buyer agrees, and the deed
of conveyance to Buyer may provide, that if development or
construction on the Lot shall not have been commenced in good
faith within the required time period, then at any time after the
expiration of such period and prior to commencement of
construction, Seller shall have the right to require the
conveyance of the Lot to Seller or any third party designated by
Seller by special warranty deed (subject to the same exceptions
to title set forth in the deed of conveyance to Buyer and subject
to standard and customary easements that do not hinder the use
of development of and/or construction of improvements upon
the Property or any portion thereof) for a total consideration
equal to the Purchase Price paid by Buyer hereunder, less fifteen
percent (15%). Upon conveyance, Seller shall pay the
owner the repurchase price in funds immediately available in the
metropolitan Pittsburgh, Pennsylvania area. Ad valorem taxes and
assessments shall be prorated as of the date of such reconveyance
in the manner provided in this Contract. All transfer taxes and
fees and recording fees shall be borne by the owner upon
reconveyance. If the title proposed to be conveyed to
Seller is subject to any lien, encumbrance or other defect which
is not permitted in this Paragraph, Seller, in addition to all
other rights and remedies which it may have at law or in
equity, may remove any such lien, encumbrance or defect and
deduct all costs and expenses incurred by Seller (including, but
not limited to, attorney's fees and paralegal's fees) from the
amount of the purchase price otherwise payable as provided in
this Paragraph.
4. Buyer agrees to comply with any and all requirements set
forth by Seller from time to time in connection with the
construction of improvements upon the Lot specifically, the PRD
generally, and the particular subdivision in which the Property
is located. Currently, the Developer-builder requirements
include:
a. All of the Property, borrow areas, and fill areas
disturbed during construction must have all required erosion
controls in place within 48 hours prior to any construction as
per the Builders Specification and Utility Plan submitted by
Seller.
b. Any and all topsoil or earth material stockpiles
must have a silt fence around the low side and must be seeded
within one (1) week of storage with seed and straw mulch. If
seed does not take, stockpile must be reseeded.
c. All access to and from the Property must be through the
rock construction entrance. No other access to the Property
will be permitted.
d. Buyer must use the subject Lot only for construction.
There shall be no staging of any material or equipment on any
lot, common area, golf course property, or otherwise, other
than on the Property.
e. All trash papers, building material, brush and trimmings
must be kept in dumpsters or other approved containers. No
debris is to be left on the Property. The Property must be
cleaned at the end of each day.
f. The Property requires sidewalks as per sidewalk
detail on the Builders Specification Utility Plan. All
sidewalks are the Buyer's responsibility and must be installed
and approved by the municipality and Seller before an occupancy
permit is granted.
g. All sanitary sewer laterals and wye locations and elevations
must be taken into consideration before setting the final floor
elevation.
h. There shall be no dumping of any excess material or topsoil
generated from foundation excavation or lot grading on any other
lot or property. Buyer must first submit a plan to show
where on-lot controls will be placed, the keyways required and
what seeding and mulching program will be used, along with a
schedule of completion.
I. All building and landscape plans must be submitted to the
Architectural Control Committee of the Association for review
and approval before starting any construction. Any
change from the approved plan must be approved by the same Board.
All building plans must show finished first floor elevation and
basement elevation.
j. No "for sale" sign, builders sign, or any other sign, shall
be permitted on the Property unless it is purchased from Seller.
5. It is acknowledged between the parties that Seller, and
not Buyer, is responsible for the payment of any commission that
may be due and owing to Xxxxxx Xxxxx Company, on account of the
sale of the Property. Seller shall sign a separate listing
agreement with Xxxxxx Xxxxx Company and agrees to pay any and all
such commission that may be due and owing on account of any sale
of this Property; however, where no such listing agreement has
been executed, Seller agrees to pay Xxxxxx Xxxxx Company a
commission of six percent (6%) of the gross sales price in
connection with the sale of the Property. Therefore, Seller
hereby indemnifies and holds Buyer harmless on account of from
any and all commission claimed by Xxxxxx Xxxxx Company.
IN WITNESS WHEREOF, the parties have set their hands and seals as
of the date indicated on
the Contract.
BUYER:
SELLER
Exhibit "A"
1. This is site development work that Seller is to perform in
accordance with Section 3 of the Agreement:
(a) Clearing and Grubbing
(b) Grading (elevation cuts to be in conformance with Buyer's
reasonable design criteria), except final grading which is the
responsibility of Buyer;
(c) Overall Erosion Control Plan; and
(d) Extensions of the following underground utilities to
the Lots (not connections to and through Lots, which are to be
performed by Buyer): Storm Sewers and Inlets; Sanitary
Sewer; Water Main; Gas line; Electric/telephone/television
cable.
2. The remainder of the work on the Property required or
desirable for construction of the townhouse complexes, including
without limitation, utility extensions, road paving, sidewalks
and the construction of the dwellings, is the responsibility of
the Buyer.
