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HomeMy WebLinkAboutNCC190991_NOT Supporting Documents_20201103OFFER TO PURCHASE AND CONTRACT - VACANT LOWLAND For valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Buyer offers to purchase and Seller upon acceptance agrees to sell and convey the'Property on the terms and'conditions of this Offer To Purchase and Contract and any addendum or modification made in accordance with its terms (together the "Contract"). 1. TERMS AND DEFINITIONS: Tire terms listed below shall have tine respective meaning given them as set forth adjacent to each term. (a) "Seller": Gray Wolf Development, LLC (b) "Buyers": II&H Constructors of Fayetteville. LLC and JSJ Builders Inc. (c) ",Property": The Property shall include all that real estate described below together with all appurtenances thereto including the improvements located thereon. Strect Address: Mt. Pleasant Rd City: Willow Sprints County; Wake/Johnston County, , North Carolina (NOTE: Governmental authority over taxes, zoning, school districts, utilities and mail delivery may differ from address shown.) Legal Description: (Complete ALL applicable) Plat Reference: Lot(s) Subdivision: Plat BDOWPage: (d) "Purchase Price": $ 2,660,000 _. 50A00 ($25k per bander $ 2,610,000 paid in U.S. Dollars upon the following terms: BY DUE DILIGENCE FEE made payable to Seller BY INITIAL EARNEST MONEY DEPOSIT made payable to Escrow Agent named in Paragraph 1(0 with this offer by ® casli ❑ personal check ❑ official bank check 13 other BY (ADDITIONAL) EARNEST MONEY DEPOSIT made payable to Escrow Agent named in Paragraph 1(f) by cash or immediately available funds such as official bank check or wire .transfer to be delivered to Escrow Agent no later than _ , TWE BEING OF, 7f1EESSENCEwith regard to said elate. BY ASSUMPTION of the unpaid principal balance and all obligations of Seller on the existing loan(s) secured by a deed of trust on the Property in accordance with the attached Loan Assumption Addendum (Standard Form 2A6-T), BY SELLER FINANCING in accordance with the attached Seller Financing Addendum (Standard Form 2A5-T). BALANCE of the Purchase Price in cash at Settlement (some or all of which may be paid with the proceeds bf a new loan) Should Buyer fail to deliver either the Due Diligence Fee or any Initial Earnest Money Deposit by tine Effective Date, or should any check or other Rinds paid by Buyer be dishonored, for any reason, by the institution upon which the payment is drawn, Buyer shall have one (1) banking day after written notice to deliver good funds to the payee. In the event Buyer does not timely deliver good fiords, Seller shall have the right to terminate this Contract upon written notice to Buyer, (e) "Earnest Money Deposit": The Initial Earnest Money Deposit, the Additional Earnest Money Deposit and any other earnest monies paid in connection with this transaction, hereinafter collectively referred to as "Earnest Money Deposit", shall be deposited and held in escrow by Escrow Agent until Closing, at which time it will be credited to Buyer, or until this Contract is otherwise terminated. In the event: (1) this offer is not accepted; or (2) a condition of any resulting contract is not satisfied, then the Earnest Money Deposit shall be refinded to Buyer. In the event of breach of this Contract by Seller, the Earnest Money Deposit shall be refunded to Buyer upon Buyer's request, but such return shall not affect any other remedies available to Buyer for such breach. In the event of breach of this Contract by Buyer, the Earnest Money Deposit shall be paid to Seller upon Seller's request as liquidated damages and as Seller's sole and exclusive remedy for such breach, but without limiting Seller's rights tinder Paragraphs 2(c) and Buyer initials Seller initials%v Page I of I I Association Fomi No. 12 ® Rcvised 712007, 112011 Printed by Agreement with lice NC liar Association This standard form has beta approved jointly by: North Carotins North Carolina Bar Association --NC Bar Form No. 12 North Carotina Association orRW[ors0, Inc. --Standard Fomi 12T 2(d) for damage to (lie Property or Seller's right to retain the Due Diligence Fee. It is acknowledged by the patties that payment of the Earnest Moriey Deposit to Seller in the event of a breach of this Contract by Buyer is compensatory and not punitive, such amount being a reasonable estimation of the actuai loss that Seller would intro- as a result of such breach. The payment of the Earnest Money Deposit to Seller shall not constitute a penalty or forfeiture but actual compensation for Seller's anticipated loss, both parties acknowledging the difficulty determining Seller's actual damages for such breach. If legal proceedings are brought by Buyer or Seller against tine other to recover the Earnest Money Deposit, the prevailing patty in the proceeding shall be entitled to recover from the non -prevailing party reasonable attorney fees and court costs incurred in connection with the proceeding. (t) "Escrow Agent" (insertnaine): Burns Day and PresnolI (NOTE: hr the event of a dispute between Seller and Buyer over the disposition of the Earnest Money Deposit held in escrow, a licensed real estate broker ('Broker") is required by state law (and Escrow Agent, if not a Broker, hereby agrees) to retain the Earnest Money Deposit in the Escrow Agent's trust or escrow account until Escrow Agent has obtained a written release from the parties consenting to its disposition or until disbursement is ordered by a court of competent juris(liction. Alternatively, if a Broker is bolding tine Earnest Money Deposit, the Broker may deposit tine disputed monies with the appropriate clerk of court in accordance with the provisions ofN.C.G.S. §93A-I2.) THE PARTIES AGREE THAT A REAL ESTATE BROKERAGE FIRM ACTING AS ESCROW AGENT MAY PLACE THE EARNEST MONEY DEPOSIT IN AN INTEREST BEARING TRUST ACCOUNT AND THAT ANY INTEREST EARNED THEREON SHALL BE DISBURSED TO THE ESCROW AGENT MONTHLY IN CONSIDERATION OF THE EXPENSES INCURRED BY MAINTAINING SUCH ACCOUNT AND RECORDS ASSOCIATED THEREWITH, (g) "Effective Date": Tire date that: (1) the last one of Buyer and Seller has signed or initialed this offer or the final counteroffer, if any, and (2) such signing or initialing is communicated to the party making the offer or counteroffer, as the case may be. (h) "Due Diligence": Buyer's opportunity during tine Due Diligence Period to investigate the Property and fire transaction contemplated by this Contract, inclnding but not necessarily limited to the matters described in Paragraph 2 below, to decide whether Buyer, in Buyer's sole discretion, will proceed with or terminate the transaction. W "Due Diligence Fee % A negotiated amount if any, paid by Buyer to Seller with this Contract for Buyer's right to conduct Due Diligence during the Due Diligence Period, It shall be tine property of Seller upon the Effective Date and shall be a credit to Buyer at Closing. The Due Diligence Fee shall be non-refundable except in the event of a material breach of this Contract by Seller, or if this Contract is terminated under Paragraph 6(t) or Paragraph 9, or as otherwise provided in any addendum hereto. Buyer and Seller_ each expressly waive any right that they may have to decry tre right to conduct Due•Diligence or to assert any defense as to tine enforceability of this Contract based on the absence or alleged hrsufffciency of any Due Diligence Fee, it being (ire intent of the patties to create a legally binding contract for the purchase and sale of the Property without regard to the existence or amount of any Duc Diligence Fee. 0) "Due Diligence Period": Tito period beginning on the Effective Date and extending through 5:00 p.m. on See Exhibit B TIME BEING OF THE F&PENCE with regard to said date. (k) "Settlement": The proper execution and delivery to the settlement agent of all documents necessary to complete the transaction contemplated by this Contract, including the deed, settlement statement, deed of trust and other loan or conveyance documents, and the settlement agent's receipt of all fonds necessary to complete such transaction. (1) "Settlement Date": The parties agree that Settlement will take place on See Exhibit B (the "Settlement Date?), unless otherwise agreed in writing, at a time and place designated by Buyer. (m) "Closing": The legal process which results in the transfer of title to the Property from Seller to Buyer, Closing includes the following steps: (1) the Settlement (defined above): (2) the completion of a satisfactory title update to fine Property following the Settlement; (3) the settlement agent's receipt of authorization to disburse all necessary finds; and (4) recordation in the appropriate county registry of the deed(s) and deed(s) of trust, if any, which shall take place as soon as reasonably possible for the settlement agent after Settlement. Upon such recordation of the deed(s) and deed(s) of trust, if any, Closing shall be deemed completed and the proceeds of sale shall be disbursed by the settlement agent in accordance with tine settlement statement and the provisions of Chapter Buyer initials Seller itritia� Pago 2 of I I Association Fomr No. 12 8 Revised 7/2007, t1201I This standard form has bccrr approved jointly by: North Carolina Printed by Agreeinenl with the NC Bar Association North Carolina Bar Association —NC Bar Form No. 12 North Carolina Association ofReattors@,lnc. —Standard Fonn 12T 45A of the North Carolina General Statutes, If the title update should reveal unexpected liens, encumbrances or other title defects, or if the settlement agent is not authorized to disburse all necessary fluids, then the Closing sl►ail be suspended and the Settlement deemed delayed under Paragraph 10 (Delay in Settlennent/Closing). (n) "Special Assessments": A charge against the Property by a goverlmrental authority in addition to ad valorem taxes or by an owners' association in addition to any regular assessment (dues), either of which may be a lien against the Property. A Special Assessment may be either proposed or confirmed. "Proposed Special Assessment"; A Special Assessment that is under formal consideration but which has not been approved prior to Settlement. "Confirmed Special Assessment": A Special Assessment that has been approved prior to Settlement whether or not It is filly payable at time of Settlement. 2. BUYER'S DUE, DILIGENCE PROCESS: (a) Loan: During the Due Diligence Period, Buyer, at Buyer's expense, shall be entitled to pursue qualification for and approval of the Loan if any. (NOTE: Buyer is advised to consult with Buyer's lender prior to signing this offer to assure that the Due Diligence Period allows sufficient time for the appraisal to be completed and for Buyer's lender to provide Buyer sufficient information to decide whether to proceed with or terminate the transaction,) t (b) Property Investigation: During the Due Diligence Period, Buyer or Buyer's agents or representatives, at Buyer's expense, shall be entitled to conduct all desired tests, surveys, appraisals, investigations, examinatiolrs and inspections of the Property as Buyer deems appropriate, including but NOT limited to the following: (i) Soil, Utilities And Environmental: Reports to determine whether the soil is suitable for Buyer's intended use and whether there is any environmental contamination, law, rule or regulation that may prohibit, restrict or limit Buyer's intended use. (ii) Septic/Sewer System: Any applicable investigation(s) to determine: (1) the condition of an existing sewage system, (2) the costs and expenses to install a sewage system approved by an existing Improvement Permit, (3) the availability and expense to _connect to a public or community sewer system, and/or (4) whether an Improvement Permit or written evaluation may be obtained from the County Health Department for a suitable ground absorption sewage system, (iii) Water: Any applicable investigation(s) to determine: (1) the condition of an existing private drinking water well, (2) the costs and expenses to install a private drinking water well approved by an existing Construction Permit, (3) the availability, costs and expenses to connect to a public or community water system, or a shared private well, and/or (4) whether a Construction Permit may be obtained fi-om the County Health Department for a private drinking water well. (iv) Review of Documents; Review of the Declaration of Restrictive Covenants, Bylaws, Articles of Incorporation, Rules and Regulations, and other governing documents of any applicable owners' association and/or subdivision. If the Property is subject to regulation by an owners' association, it is reconumended that Buyer review the completed Owners' Association Disclosure And Addendum (Standard Form 2Al2-T) provided by Seller prior to signing this offer. (v) Appraisals: An appraisal of the Property. (v!) Survey: A survey to determine whether there are any encroachments on the Property from adjacent properties (fences, driveways, etc.), encroachments from the Property onto adjacent properties, road or utility easements crossing the Property, lack of legal access to a public right-of-way, or indeiinitc or erroneous legal descriptions in previous deeds to file Property. (vii) Zoning and GovernimentaI Regulation: Investigation of current or proposed zoning or other governmental regulation that may affect Buyer's intended use of the Property, adjacent land uses, planned or proposed road construction, and school attendance zones. (vii!) Flood Hazard: Investigation of potential flood hazards on the Property, and/or any requirement to purchase flood insurance in order to obtain the Loan, (c) Buyer's Obligation to Repair Damage; Buyer shall, at Buyer's expense, promptly repair any damage to the Property resulthrg from any activities of Buyer and Buyer's agents and contractors, but Buyer shall not be responsible for any damage caused by accepted practices applicable to any N.C. licensed professional performing reasonable appraisals, tests, surveys, examinations and inspections of the Property, This repair obligation shall survive any termination of this Contract. Buyer inilia Seller initiaf� Page 3 of I I Association Form No. 12 ® Revised 7/2007, 112011 Printed by Agreement Nvith tine NC Bar Association This standard form tins been approved jointly by: Nortir Carolina North Carolina Bar Association -- NC Dar Form No. 12 North Carolina Association of ReattorsU?, Inc. —Standard Form 12T (d) Indemnity: Buyer tvill indemnify and hold Seller harmless from all loss, damage, claims, suits or costs, which shall arise out of any contract, agreement, or injury to any person or property as a result of any activities of Buyer and Buyer's agents and contractors relating to the Property except for any loss, damage, claim, suit or cost arising out of pre-existing conditions of the Property and/or out of Seller's negligence or willful acts or omissions. This indemnity shall survive this Contract and any termination hereof. (e) Buyer's Right to Terminate: Buyer shall stave the right to terminate this Contract for any reason or no reason, by delivering to Seller written notice of termination (the "Termination Notice") during the Due Diligence Period (or any agreed -upon written extension of the Due Diligence Period), MAID BEING OF THE E,S,SENCD. If Buyer timely delivers the Termination Notice, this Contact shall be tenninated and the Earnest Money Deposit shall be refunded to Buyer. (WARNING: If Buyer is not satisfied with the results or progress of Buyer's Due Diligence, Buyer should terminate this Contract, prior to the eu�lradan of the Due Diligence Pei -lad, unless Buyer can obtain a written extension from Seller. SELLER IS NOT OBLIGATED TO GRANT AN EXTENSION, Buyer's failure to deliver a Termination Notice to Seller prior to the expiration of the Due Diligence Period shall constitute a waiver by Buyer of any right to terminate this Contact based on any matter relating to Buyer's Due Diligence.) (NOTE: Following the Due Diligence Period, Buyer may still exercise a right to terminate this Contract for any other reason permitted under tine terms of this Contract or North Carolina law.) (0 CLOSING SHALL CONSTITUTE ACCEPTANCE OR THE PROPERTY IN ITS THEN EXISTING CONDITION UNLESS PROVISION IS OTHERWISE MADE IN WRITING. BUYER REPRESENTATIONS: (a) Loan: Buyer Cl does 0 does not have to obtain a new loan in order to purchase the Property. If Buyer is obtaining a new loan, Buyer intends to obtain a loan as follows: © Conventional Cl Other: loan at a ® Fixed hate CI Adjustable Rate in the principal amount of for a term of year(s), at an initial interest rate not to exceed % per annum (tile "Lowe'), (NOTB-. If Buyer represents that Buyer does not have to obtain a new loan in order to purchase the Property, Seller is advised, prior to signing this offer, to obtain documentation from Buyer which demonstrates that Buyer will be able to close on tie Property without the necessity of obtaining a new loan.) (b) Other Property: Buyer ❑ does Cl does not have to sell or lease other real property in order to qualify for a now loan or to complete purchase. (NOTE: If Buyer does have to sell, Buyer and Seller should consider including a Contingent Sale Addendum (Standard Form 2A2-T) with this offer.) (c) Performance of Buyer's Finaliclol Obligations: To tile. best of Buyer's knowledge, there are no other circumstances of conditions existing as of the date ofihis offer that would prohibit Buyer from performing Buyer's financial obligations in accordance with this Contract, except as may be specifically set forth herein. BUYER OBLIGATIONS: (a) Owners' Association Fees/Charges: Buyer shall pay any fees required for confirming account payment information on owners' association dues or assessments for payment or proration and any charge made by the owners' association in connection with the disposition of the Property to Buyer, including any transfer and/or document fee imposed by the owners' association. Buyer shall not be responsible for fees incurred by Seller in completing the Owners' Association Disclosure and Addendum (Standard Form 2Al2-T). (b) Responsibility for Proposed Special Assessments: Buyer shall take title subject to all Proposed Special Assessments disclosed by Seller in Paragraph S(b), if any. (c) Responsibility for Certain Costs: Buyer shall be responsible for all costs witlu respect to any loan obtained by Buyer, appraisal, title search, title insurance, recording the deed and for preparation and recording of all instruments required to secure tine balance of the Purchase Price unpaid at Settlement, Buyer initials 4:::::: Seller initi4�� Page 4 of I I Association Fomi No. 12 ® Ravised 7/2007, 1t2011 This standard foot has been approved jointly by: North Carolina Printed by Agreement with the NC Bar Association North Carolina Bar Association —NC Bar Fonn No. 12 North Carolina Association ofRealtorsm,Inc. --Standard Form 12T S. SELLER REPRESI;1` NATION& (a) Ownership: Seller represents that Seller: © has owned the Property for at least one year. ® has owned the Property for less than one year. ® does not yet own the Property. (b) Assessments: To the best of Setter's knowledge there are no Proposed Special Assessments except as follows (Insert "None" or the identification of such assessments, if any): 0 Seller warrants that there are no Confirmed Special Assessments except as follows (Insert "None" or the identification of such assessments, ff any): None (c) Owners' Association(s) and Dues: To best of Seller's knowledge, ownership of the Property 0 subjects ❑floes not subject Buyer to regulation by one or more owners' association(s) and governing documents, which impose various mandatory covenants, conditions and restrictions upon the Property and Buyer's enjoyment thereof, including but not limited to obligations to pay regular assessments (dues) and Special Assessments. If there is an owners' association, then an Owners' Association Disclosure and Addendum (Standard Form 2A 12-T) shall be completed by Seller, at Seller's expense, and must be attached as an addendum to this Contract. (d) Sewage System Permit: (U Applicable O Not Applicable) Seller warrants that the sewage system described in the Improvement Permit attached hereto has been installed, which warranty survives Closing, but makes no ftutlner representation as to the system. (c) Private Drinldng Water Well Permit: (O Applicable ❑ Not Applicable) Seller warrants that a private drinking water well has been installed, which warranty survives Closing, but makes no f irlher representation as to the well. (If well installed after duly 1, 2008, attach Improvement Permit hereto.) 6. SELLER OBLIGATIONS: (a) Evidence of Title: Seller agrees to use best efforts to deliver to Buyer as soon as reasonably possible after the Effective Date, copies of all title information in possession of or available to Seller, including but not limited to: title insurance policies, attorney's opinions on title, surveys, covenants, deeds, notes and deeds of trust and easements relating to the Property. Seller authorizes (1) ally attorney presently or previously representing Seller to release and disclose any title insurance policy in such attorney's file to Buyer and both Buyer's and Seller's agents and attorneys; and (2) the property's title insurer or its agent to release and disclose all materials in the Property's title tnsuret's (or title hrsurces agent's) file to Buyer and both Buyer's and Seller's agents and attorneys. (b) Access to Property: Seller shall provide reasonable access to the Property (including working, existing utilities) through the earlier of Closing or possession by Buyer. To the extent applicable, Seller shall also be responsible for timely clearing (flat portion of the Property required by the County to perform tests, inspections and/or evaluations to determine tine suitability of the Property for a sewage system and/or private drinking water well. (e) RemovaI of Seller's Property: Seller shall remove, by the date possession is made available to Buyer, all personal property which is not a part of the purchase and all garbage and debris from file Property. (d) Affidavit and Indemnification Agreement: Seller shall furnish at Settlement an affidavit and indenmification agreement in form satisfactory to Buyer and Buyer's title insurer, if any, executed by Seiler and any person or entity who has performed or furnished labor, services, materials or rental equipment as described in N.C.G.S. §44A-8 to the Property within 120 days prior to the date of Settlement verifying that each such person or entity has been paid in full and agreeing to indemnify Buyer, Buyer's lender(s) and Buyer's title insurer against all loss from any cause ar claim arising therefiom. (e) Payment and Satisfaction of Liens: All deeds of trust, liens and other charges against the Property, not assumed by Buyer, must be paid and satisfied by Seller prior to or at Settlement such that cancellation may be promptly obtained following Closing. Seller shall remain obligated to obtain any such cancellations following Closing. Buyer initials _� 0 F Seller �f Page 5ofII Association form No. 12 6 Revised 7/2007, 112011 This standard form has been approved jointly by; North Carolina Printed by Agreement with the NC Bar Association North Carolina Bar Association —NC BarFornr No.12 North Carolina Association of RealtorsID, Inc. —Standard form 12T (f) Title, Legal Access: Seller shall execute and deliver a GENERAL WARRANTY DEED for the Property at Settlement unless otherwise stated herein, which shall convey fee simple marketable and insurable title, fi-ee of all encumbrances except: ad valorem taxes for the current year (prorated through the date of Settlement); utility easements and turviolated restrictive covenants that do not materially affect tine value of tine Property; and such other encumbrances as may be assumed or specifically approved by Buyer it) writing. The Property must have legal access to a public right of way. (NOTE: if any sale of the Property may be a "short sale," consideration should be given to attaching a Short Sale Addendum (Standard Pone 2A 14 T) as an addendum to this Contract), (g) Deed, Excise Taxes: Seller shall pay for preparation of a deed and all other documents necessary to perform Seller's obligations under this Contract, and for state and county excise taxes required by law. Tile deed is to be made to: ias directed Icy Bayer . (h) Agreement to Pay Btlyen• Expenses: Seller shall pay at Settlement 0 toward any of Buyer's expenses associated with tine purchase of fire Property less any portion disapproved by Buyer's lender. (NOTE: Examples of Buyer's expenses associated with the purchase of the Property include, but are not limited to, discount points, loan origination fees, appraisal fees, attorney's fees, inspection fees, and "pie -pails" (taxes, insurance, owners' association dues, etc.)). (i) )Payment of Confirmed Special Assessments: Seller shall pay all Confirmed Special Assessments, if any, provided that the amount thereof can be reasonably determined or estimated. 0) Late Listing Penalties: All property tax late listing penalties, if any, shall be. paid by Seller. (k) Owners' Association Disclosure and Addendum (Standard Form 2Al2-T): If applicable, Seller shall provide the completed Owners' Association Disclosure and Addendum (Standard Form 2Al2-T)) to Buyer on or before the Effective Date. (1) Seller's 17aihure to .Comply or Breach: if Seller fails to materially comply with any of Seller's obligations under this Paragraph 6 or Seller materially breaches this Contract, and Buyer elects to terminate this Contract as a result of such failure or breach, then the Earnest Money Deposit and the Due Diligence Fee shall be refunded to Buyer and Seller shall reimburse to Buyer the reasonable costs actually incurred by Buyer in connection with Buyer's Due Diligence without affecting any other remedies. 7. PRORATIONS AND ADJUSTMENTS: Unless otherwise provided, the following items shall be prorated through the date of Settlement and either adjusted between the parties or paid at Settlement: (a) Taxes on Real Property: Ad valorem taxes oil real property shall be prorated on a calendar year basis; (b) Rents: Rents, if any, for tine Property; (c) Dues: Owners' association regular assessments (dttes) and other like charges. 8. CONDITION OR PROPERTY AT CLOSING: The Property must be in substantially the same or better condition at Closing as on the elate of this offer, reasonable wear and tear excepted. 9 RISK OF LOSS: The risk of loss or damage by fire or other casualty prior to Closing shall be upon Seller, If the improvements oil the Property are destroyed or materially damaged prior to Closing, Buyer may terminate this Contract by written notice delivered to Seller or Seller's agent and the Earnest Money Deposit and any Due Diligence Fee shall be refunded to Buyer. In the event Buyer does NOT elect to terminate this Contract, Buyer shall be entitled to receive, in addition to the Property, any of Seller's insurance proceeds payable on account of the damage or destruction applicable to the Property being purchased. Seller is advised not to cancel existing insurance oil the Property until after confirming recordation of the deed. 10, DELAY IN SETTLEMENT/CLOSING: Absent agreement to the contrary in this Contract or any subsequent modification thereto, if a party is unable to complete Settlement by the Settlement Date but intends to complete due transaction and is acting in good faith and with reasonable diligence to proceed to Settlement ("Delaying Party"), and if the otherparly is ready, willing and able to complete Settlement on the Settlement Date ("Non -Delaying Party") their the Delaying Party shall give as much notice as possible to the Non -Delaying Party and settlement agent and shall be entitled to a delay in Settlement, If the parties fail to complete Settlement and Closing ;within fourteen (14) days of the Settlement Date, or to further extend the Settlement Date by written agreement, then the Buyer initials Seller initiaw 4e � Page 6 of 11 Association Form No. 12 ® Revised 7/2007, 11201 t This standard form has been approved jointly by: North Carolina Printed by Agreement with the NC Bar Association North Carolina Bar Association —NC Bnr Form No. 12 Notch Carolina Association of RcallorsO, ]no. --Standnrd Form 12T Delaying Party shall be in breach and the Non -Delaying Patty may terminate this Contract and shall be entitled to enforce any remedies available to such party under this Contract for the breach. 11. POSSESSION: Unless otherwise provided herein, possession shall be delivered at Closing. No alterations, excavations, tree or vegetation removal or other such activities may be done before possession is delivered, 11 OTHER PROVISIONS AND CONDITIONS: CHECK ALL STANDARD ADDENDA THAT MAY BE A PART OIL THIS CONTRACT, IF ANY, AND ATTACH HERETO. ITEMIZE ALL OTHER ADDENDA TO THIS CONTRACT, IF ANY, AND ATTACH HERETO, (NOTE: UNDER NORTH CAROLINA LAW, REAL ESTATE BROILERS ARE NOT PERMITTED TO DRAFT CONDITIONS OR CONTINGENCIES TO THIS CONTRACT.) 11 Additional Provisions Addendum (Form 2A1 I-T) © Loan Assumption Addendum (Form 2A6-T) • Back -Up Contract Addendum (Form 2A1-T) ❑ Owners' Association Disclosure And Addendum (Forst 2AI2-T) 0 Contingent Sale Addendum (Forst 2A2-T) ❑ Seller Financing Addendum (Forth 2A5=1) Ll Short Sale Addendum (Form 2A 14-T) i) OTHER: See Exhibit B attached hereto for additional terms of this Contract. 13. ASSIGNMENTS: This Contract may be assigned without the written consent of all parties, but if assigned by agreement, then this Contract shalt be binding on the assignee and assignee's heirs and successors. 14. TAX-DEI7ERRED EXCHANGE: In the event Buyer or Seller desires to effect a tax -deferred exchange in connection with the conveyance of the Property, Buyer and Seller agree to cooperate in effecting such exchange; provided, however, that the exchanging party shall be responsible for all additional costs associated with such exchange, and provided finjher, that a non -exchanging party shall nol assume any additional liability with respect to such tax -deferred exchange. Buyer and Seller shall execute such additional documents, including assignment of this Contract in connection therewith, at no cost to the non-excltanging party, as shall be required to give effect to this provision. 15. PARTIES: This Contract shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective heirs, sticeossors and assigns. As used herein, words in the singular include the plural and the masculine includes the feminine and neuter genders, as appropriate. 16, SURVIVAL: If any provision ltereht contained which by its nature and effect is required to be observed, kept or performed after the Closing, it shall survive the Closing and remain binding upon and for the benefit of the parties hereto until frilly observed, kept or performed. 17. ENTIRE AGREEMENT: This Contract contains the entire agreement of the parties and there are no representations, inducements or other provisions other than those expressed herein. All changes, additions or deletions hereto Hurst be in writing and sighed by all patties. Nothing contained herein shall alter any agreement between a REALTOR� or broker and Seller or Buyer as contained in any listing agreement, buyer agency agreement, or any other agency agreement between them. 18, NOTICE: Any notice or comtnutticatian to be given to a patty herein may be given to the party or to such parry's agent. Any written notice or cotninunication in comteetion with the transaction contemplated by this Contract may be given to a party or a patty's agent by sending or transmitting it to any mailing address, a -mail address or fax number set forth in the "Notice Information" section below. Seller and Buyer agree that the "Notice Information" and `Escrow Acknowledgment" sections below shall not constitute a material part of this Contract, and that ilia addition or modification of any information therein shall not constitute a rejection ofatt offer or the creation of counteroffer. 19, EXECUTION; This Contract may be signed in multiple originals or counterparts, all of which together constitute one and the saute histruinent, and the parties adopt as their seals the word "SEAL" beside their signatures below. 20. COMPUTATION OF DAYS: Unless otherwise provided, for purposes of this Contract, the term "days" shall mean consecutive calendar days, including Saturdays, Sundays, and holidays, whether federal, state, local or religious. For the purposes of calculating Buyer initials \I--- Seller i.oitiw Page 7 of I 1 Association Form No. 12 C Revised 7/2007, c/2011 This standard form has been approved jointly by: North Carolinn Printed by Agreement mith the NC Bar Association North Carolina Bar Association —NC Bar Forra No. i2 North Carolina Association ofRealtorsO, Inc. --Standard i'ornr 12T days, the count of"days" shall begin on the day following the day upon which any act or notice as provided in this Contract was required to be performed or made. THE NORTH CAROLINA ASSOCIATION OF REALTORS'), INC. AND THE NORTH CAROLINA BAR ASSOCIATION MADE NO REPRESENTATION AS TO THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION OF THIS FORM IN ANY SPECIFIC TRANSACTION. IF YOU DO NOT UNDERSTAND THIS FORM OR FEEL THAT IT DOES NOT PROVIDE FOR YOUR LEGAL NEEDS, YOU SHOULD CONSULT A NORTH CAROLINA REAL ESTATE ATTORNEY BEFORE YOU SIGN 1T. This offer shall become a binding contract on the Effective Date. BUYER, SELLER: H&H Coust►•►► to • +ayet vine, LLC & JS,I Builders, Inc. Gray yVolfD�montLLC ,. 13 Print acne: Print Nate: wade Corbett Title: �resl'am+ Date: LV114111 6 LO C 1R . S j :�v+► ld Ursa rl c• Title: Managing Member Date: 04/ 18/ 19 Buyer [nitials�= Seller initi� Page S of I 1 Association Form No. 12 ® Revised 712007, 112011 This standard fomi has been approved jointly by: Nodh Carolina Printed by Agreement wilb ilia NC Bar Association Nortli Carolina Bar Association —NC Bar Form No. 12 North Carolina Association ofReallorsO, lute, --Standard Form 12T NOTICE INFORMATION (NOTE: INSERT THE ADDRESS AND/OR ELECTRONIC DELIVERY ADDRESS EACH PARTY AND AGENT APPROVES FOR THE RECEIPT OF ANY NOTICE CONTEMPLATED BY THIS CONTRACT. INSERT "NIA" FOR ANY WHICH ARE NOT APPROVED.) BUYER NOTICE ADDRESS: Mailing Address: H&H Homes, c/o duck Rostetter 2919 Brcozewood Ave Suite 400 Fa etteville NC 28303 Bityer Fax#: (9I 0) 485-0463 .Buyer E-mail: 7ackRostcttcr hhhotnes,com SELLING AGENT NOTICE ADDRESS: Firth Naine• Acting as LIBuyer's Agent ® Seller's (sub)Agent LI Dual Agent Mailing Address: Individual Selling Agent: LI Acting as a Designated Dual Agent (check only if applicable) License Selling Agent Phouc#: Selling Agent Selling Agent E- SELLER NOTICE ADDRESS: Mailing Addressr-'ray Wolf Development, c/o Wade Corbett 104 Airport Industrial Drive, Ste. 101, Clayton, NC 2752Q Seller Fax#: Seller' E-lnail: wcorbett@graywoltbomes.pom LISTING AGENT NOTICE ADDRESS: Firm Name: Acting as U Seller's Agent ® Dual Agent Mailing Address: Individual Listing Agent: ❑ Acting as a Designated Dual Agent (check only if applicable) License #� Listing Agent Phonelt: Listing Agent Fax#: Listing Agent E- mail: ESCROW ACKNOWLEDGMENT OF INITIAL EARNEST MONEY DEPOSIT Escrow Agent acknowledges receipt of the Iuffial Earnest Money Deposit and agrees to hold sand disburse the saute in accordance Zvith the terms bereof. Date By:. (Signature) (Print name) Buyer initials Seller initial's � Page 9 of I I Association Form No. 12 ® Revises! 712007,112011 This standard fomr has been approved jointly by: North Carolina Printed try Agreement with the NC Bar Association North Carolina Bar Association —NC Bar Fomr No. 12 North Carolina Association of Realtors®, Inc. — Standard Form 12T EXHIBIT A A drawing that Vlore specifically identifies tile, Propet#y X—Is attached Is not attached [Please check the applicable box above] Bayer initials Seller ntitiaC�� _ Page to of 11 Association Form No. 12 a Revised 7/2001, 112011 This standard fors has been approved Jointly by. North Carolina Printed by Agreement with the NC Bar Association North Carolina Bar Association --NC Bar Fore No.12 North Carolina Associntion ofRealtorsO Inc. —Standard Fonn 12T $ fij10 .- v xeix+ssiu+ rE NO ` Ci) (p ` nirr-n f�.a�er. PfiELL4iSUBONE5[OtiIgYOUT M UBMISIO eMcGiR x PRELIMINARY LAYOUT vase � �� � PANTHER CREEK ASSOCIATES ,m V40INEERIN O•PLANNINU• FINANCE oi.x av w,.—v r iiensm saur,v -- WAKF-00HUSTON COUNTY, NC RXHIBIT B [Additional Torttls] 1. Property: The property consists of approximately thirty-eight (38) lots being developed on Mt. Pleasant Road located in Wake and Johnston Counties, Notth Carolina as shown on Exhibit A. 2. Lot Purchase Price: Buyers shall pay $70,000 per lot. 3. )earnest Money; Buyers sit all deposit $25,000 each to total $50,000 with the Escrow Agent within three (3) business days of the Effective Date of Offer to Purchase between Buyer and Seller and shall be. credited toward the final takedown of lots. 4. Initial Lot .Takedown- Buyers will close on thirty-eight (38) lots within forty-five (45) days of Neighborhood plat recording and satisfaction of Seller Obligations as listed in paragraph 8 of this agreement. 5. Due Diligence Period: The Due Diligence Period sltall commence on the Effective Date of the Purchase Agreement and expire forty-five (45) days thereafter. Buyer shall have the reasonable right to enter the property in order to conduct all tests and evaluations that it deems necessary to determine, in its sole judgment, the feasibility of proceeding to (lie closing of the property. The Seller shall make available to Buyer all available data in its possession within five (5) days of execution of time Purchase Agreement. 6. Builder Rights: Buyers shall have file right to consult with file Seller in the preparation of the restrictive covenants and ARE guidelines for the neighborhood. For as long as Buyers owns lots within the Property, it shall have the right to place approved "For Salo" signs on houses or lots within the cominullity, place approved "Model/Sales Center" signago and or flags at the model home and entrance. Builder marketing signage at file enhance sltall be subject to Seller's approval. 7. Seller Obligations: a. All paving and all public utilities including water, storm drainage, underground electrical, telephone, cable and illternet, and street lighting shall be installed by Seller to each lot prior to closing. All streets are to be constructed to NCDOT standards and Seller is responsible for conveyance to DOT. b. A final plat shall be recorded for the lots prior to Elie date of closing, and each lot corner shall be pitmed by surveyor and eligible for a building permit. c. The common areas, including the entrance momnnent_s and landscaping, and the amenity package, if any, shall be installed prior to closing. Prior to closing, Seller will review with Buyers the plans for the entrance nuonunient, signage and landscaping, This information will not be available during the Due Diligence Perio#l- � d, During the Due Diligence Period, Seller shall furnish Buyer with individual lot Ser4a Peomils that allow .for the construction of a 4-bedroom house using a conventional septic system. The Buyers understand that at least 26 of the 38 lots will be suitable for 4-bedroom conventional septic systems. If these permits are not delivered to Buyer during the Due Diligence Period, then the Due Diligence Period shall be extended until Seller has delivered to Buyer. e. Seller agrees to consult with Buyer during ilia Due Diligence Period to determine if any of the lots will require a basement foundation. f. Seller shall furnish Buyer with copies of soils reports for each lot. g. SeIler sltall furnish Buyer with copies of State Storm Water Permits for the subject property. Buyer hiitialSeller Page 1 I of 11 Association Form No. 12 ® Revised 7/2007, 112011 This standard form has been approved jointly by: North Carolina Printed by Agreement Willi the NC Bar Association North Carolina Bar Association --NC Bar Form No. 12 North Carolina Association of Realtors@, Inc. --Standard Form 12T EXHIBIT C PROJECT DEVELOPMENT REQUIREMENTS SITE IMAGE, ACCESS AND PARKING The Seller or their contractors shall not park vehicles or store materials In completed sections of the development and should minimize construction traffic In areas where model or customer homes are located, Buyer will not washout concrete trucks or dispose of construction material on property not owned by Buyer unless otherwise authorized in writing by Seller. ExcAVATION All lots are to be cleared Including building pads, except where approved by Buyer. No debris Including demolition or construction materials, stumps or concrete is to be buried or partially buried on the jobsite without approval for Buyer. The buildable area (front yard, within 15' of building pad) of each lot plus the required slopes must be completely cleared. If rock is encountered within the house pad on any lot in the development, Seller shall remove said rock to a depth of not less than two feet below the finished grade. If rock is encountered in any areas where Buyer will run utilities or underground services, Seller shall excavate the rock to a depth not less than two feet below the desired elevation of said utility or service. In both instances clean fill shall be brought In and compacted to the specified finished grade. Buyer shall meet with Seller prior to Fine Grading Lots for Inspection of rough grades. There will be no lots requiring basements (standard, garden level, walkout) or crawlspaces without Buyer's approval. Maximum finished pad elevation difference between each house, side to side, shall not exceed 2 feet per 10 feet of aggregate side yard. Buyer shall approve all side to side steps in excess of two feet. All graded building pads must be level to within +/- 2". All lots shall be a minimum of 1 foot above the back of curb and a maximum that will result In no more than a 10% driveway slope. Tile lots shall be built in accordance to the grading plan approved by Buyer. FINE GRADING; All slopes in the community shall be graded to plan and not to exceed 2:1 horizontal to vertical and shall be walked in by dozer. Diversion swales or silt fence, with appropriate outlets, at top of slopes will be required to protect the slopes from erosion. Prior to Buyer Inspecting lots, Seller shall install all surface drainage and swales to ensure that there shall be no standing water 24 hours after a rain. All drainage shall comply with all state and local codes and requirements. There must be established drainage swales on the side lot lines. COMPACTION TESTING Building pads requiring fill shall be constructed in accordance to the "EXCAVATION" section above and compacted to 95% of standard proctor to S feet in all directions beyond the building pad shown on the plans Seller to provide Buyer with a soil engineer's letter certifying compaction and compliance with HUD requirements (including placement of fill) on each filled lot prior to the Closing. Cut lots are to have adequate bearing capacity and be comprised of soils suitable to support a two-story home as verified by the soil engineer's letter. Highly plastic soils as determined by the soils engineer shall be undercut and removed from building pads. The Lot shall contain no waste disposal or buried debris of any kind. Seller hereby Indemnifies Buyer from any suits or judgments brought against Buyer as a result of Seller or Seller's agents burying materials of any kind within the Lot. SANITARYSEWER Laterals: The lateral should pass below grade at approximately S'. Once past all other utilities or the planned location of utilities, the lateral will he attached to a 90 degree long sweep and commence to the surface. Lateral should be capped and left 18" — 24" above grade. Sewer laterals will be marked on the curb with "S" in face of curb. The contractor should also mark the manholes with a metal fence or "T" post to delineate location. STORM SEWER Castings should be set during construction to reflect the site grading upon completion of home construction. Seller is responsible for installing all drainage areas according to government specifications, including, if necessary, clearing and cutting swales to flow water In accordance with construction plans as approved by Buyer. No overland easements shall carry water over more than 3 lots at a time. All drainage and other type easements. must comply with (HUD) FHA & VA guidelines. Seller will develop the Subdivision without any retention ponds that unduly affect the value of any of the Lots, however, if such retention pond(s) exists, Seller shall install and maintain the same per County rules and regulations. All retention ponds to be approved by Buyer prior to final engineering. WATER MAINS Special attention should be given to the as built locations and grades for fire hydrants and valves. Upon completion of curbs, the contractor shall verify that the facilities will not encroach into driveways and public sidewalks. The contractor should also mark �11 fire hydrants, valves and blow offs with metal fence or "T" posts to delineate location. The water line stub shall be marked with a "W" In the face of the curb. The stub for the water meter shall include the meter pit and be at the right of way grade at the point of placement. WATER AND SEWER As GUILTS Seller agrees to reimburse Buyer for all expenses incurred by Buyer to locate water and sewer laterals and water meter boxes not properly located. if Buyer or Buyer's subcontractors damage a correctly installed sewer lateral or water meter box, then Buyer shall be responsible for repair or replacement. STREET SIGNS AND SIDEWALKS Seller shall Install street signs at Seller's sole cost and expense, Buyer shall install sidewalks on the Lots It Is purchasing at the time of individual house construction, as shown on the Site Plan attached to this Agreement. Seller shall Install all other sidewalks and paths required prior to home construction including any sidewalks along perimeter roads. Buyer shall provide sidewalk bonds, If required by the municipality. UTILITIES All streetlights are to be placed at Seller's sole cost and expense in accordance with a plan approved by Buyer. The streetlights shall be installed within thirty (30) days of Buyer closing on any Lots. Seller shall cause each Lot to be served by underground electricity, telephone, and cable TV and Seller shall use its best efforts to have telephone and cable installed within sixty (60) days of Lot purchases. All utilities are to be marked and labeled. EROSION CONTROL Inlet protectors are to be installed on all storm Inlets at Seller's sole cast and expense. Care should be taken to ensure that temporary swales do not Interfere with pad grading. Seller shall be responsible for grassing and maintaining lots in the development which have not been purchased. Lots with vegetation will be maintained at a mowing height of 14" until the lots are taken down by the Buyer. Type of grass and method of planting shall conform to the municipality soil erosion control manual. Seller is responsible for the initial Installation of silt fence that relates to the development of the Subdivision and Is also responsible for the Installation, maintenance and removal of all silt ponds, retention ponds and storm water management facilities. Ground cover should be implemented to prevent erosion. TREES Seller shall provide to Buyer, at Seller's sole cost and expense, a street tree planting plan or the governing entity's requirements prior to Buyer closing on any Lot. Buyer shall plant the required street tree on each lot. Seller is responsible for all trees/landscaping to be located in any common areas or along perimeter property lines and right-of-ways. Seller shall disclose any additional tree planting requirements from municipalities or project approvals. Seller shall disclose to Buyer all tree preservation or mitigation requirements associated binding upon the purchased lots. Buyer shall provide a street tree bond If required by the municipality. INSPECTION AND ACCEPTANCE OF DEVELOPED LOTS Prior to closing oil any lots, the Seller and Buyer will conduct an inspection to determine items to be corrected as a condition of the lot acquisition. Items Identified by Buyer shall be corrected by Seller as a condition of the Buyer's closing on lots. DEFICIENT LOTS If Buyer acquires a lot that does not meet the development requirements of this Agreement, Seller shall cure the deficiency at Seller's expense within ten (1.0) calendar days' notice of the deficiency, If Seller refuses or is unable to cure such deficiency, the Seller shall either (€) repurchase such Lot at the price paid by Buyer (increased by any costs incurred by Buyer associated with either development work on the Lot or fees/costs related to construction of a home on such Lot) or (i€) pay to Buyer the costs associated with development work necessary to bring the Lot up to the standards of this Agreement.