SW4201201_Coldwater 78 PSA (Redacted)_20210122

AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY (“AgreemenO is
made as of the Effective Date, as defined in Section 1.03, by STUART WAYNE PARRISH, GEORGE WINFIELD
PARRISH AND ANDREW QUENTIN PARRISH SPECIAL NEEDS TRUST U/A OF LOUISE FULTON
PARRISH (collectively *^060 and FIRST CAROLINA HOMES LLC, aNorth Carolina limited liability
company, and/or its successors or assigns (“Buyer”).
RECITALS:
Seller is the owner of approximately 78.279 acres of land located in Forsyth and Guilford Counties,
North Carolina (the “County”), described on Exhibit “A” attached (the “Land”).
Seller desires to sell the Property, as defined in Section 1.01, to Buyw, and Buyer desires to purchase
the Property from Seller, pursuant to the terms and conditions of this Agreement
Seller owns an adjoining property idoitified as “a portion of Guilford County Parcel #: 6990-55-
5822, ^proximately 21.276 acres per survey dated Mardi 25,2019 by P. David Vaughn” for which Buyer intends
to enter into apurchase and sale agreement (the “Other Agreement”) simultaneously with this Agreement
NOW, THEREFORE, for and in consideration of the sum of TEN AND NO/lOO DOLLARS ($10.00) and
other good and valuable consideration, the receipt and sufficienrty of which are hereby acknowledged. Buyer and
Seller agree as follows:
A.
B.
C.
A R T I C L E I
PURCHASE AND SALE
Property. Seller agrees to sell, and Bityer agrees to purdiase, the “Property,Section 1.01.
consisting of (a) fee simple title to the Land and (b) all rights, ways, privileges and easements appuitenmt to the I^d,including Seller’s right, title and interest in and to ^1 strips, gores, streets, all^s and ways, public or private, adjoining
or crossing the Land, all of which are appurtenant to, and shall benefit, the Land.
Intangible Rights. TTie sale of the Property shall include the sale, transfer and
conveyance of all of Seller’s right, title and interest in and to all warranties, guaranties, certificates, licenses, bonds,
water and sewer agreements, permits, authorizations, consents and approvals, which in any respect whatsoever relate
to or arise out of the use, occupancy, possession, development, constnwtion or opaation of the Property (collectively,
“Seller’s Permits”), but shall not constitute an assumption by Buyer of any liabilities arising under Seller’s Permits.
The sale shall also include the sale, transfer and convtyance of ail of Seller’s ri^t, title and interest in and to allintangible personal property, including, without limitation, maintenance and service contracts, prepaid water md
sewer connection fees, utility «^)acities, impact fee credits, development agreements, approvals, easements, permits,
plans, reports, studies, consents and agreements, as well as all rmts, issues, proceeds and profits now or hereafter
accruing from the Property, all of which are intended to encompass ail of Seller’s contractual rights, boiefits and
oititlements relating to the Property (collectively, the “Intangible Personal Property”).
Effective Date. The “Effective Date” of this Agreement shall be the date on wluch
the last of Seller and Buyer has executed this Agreement and the Other Agreement and so notified the other in writing.
A R T I C L E n
P U R C H A S E P R I C E A N D T E R M S O F PAY M E N T
Purchase Price. The purchase shall
Section 1.02.
Section 1.03.
Section 2.01.
(the “Purchase Price”).
CaIdwaterPSA(S-10-Z019).docx August 10,2019
Section 2.02.Terms of Payment The Purchase Price shall be payable in the following manner:
Buyer shall deposit die sum of
^■■■0(the “Deposit”) with Thomas G. Jacobs Law (the “Escrow Agent”), within five (5) business days after
die Effective Date. The Deposit shall be remitted to Escrow Agent by company check, subject to clearance, or wire
transfer of funds. Escrow Agent shall hold the Eleposit pursuant to the terms of this Agreement, subject only to
mutually agreed upon written modifications executed by tte parties. If the Deposit is paid in cash, then Escrow Agoit
shall deliver die Deposit to Sellw at Closing, as defined in Section 8.01, and Buyer shall receive acredit against the
Purchase Price in the amount of the Deposit Within five (S) business days after the successful completion of the
Investigation Period and any necessary rezoning and absent Buyer’s termination of this Agreement as provided for
herein. Buyer shall deposit an additionalMIBHBWBBBBMBBUBBWBBMWiBBBiiM
(A)
Within five (5) business days after the sixtieth (60*) day of the Investigation Period and
absent Buyer’s termination of this Agreement as provided for herein, the Escrow Agent shall release to the Seller
of the Deposit, which shall be non-refundable except in the case of
(B)
Seller’s de&ult.
Within five (5) business days after the successful completion of the Rezoning Contingency
vi^ for herein, the Escrow Agent shall release to theH^of the Deposit, which shall be non-refimdable
(C)
Period and absent BiwCT|stermin«ionofteSeller an additional^HHI^^^^^H
occqjt in the case of Seller’s defeult
At Closing, Buyer shall pay the Purchase Price to Seller, subject to the terms, conditions,
prorations and adjustments stated in this Agreement, including full ocdit for any D^osits, Released Deposits and/or
Extension Payments (if applicable), by wire transfer of immediately available federal funds made available to Escrow
Agent at or prior to Closing.
(D)
A R T I C L E i n
T I T L E A N D S U R V E Y
Evidence of TWe. During the Investigation Period, Buyer shall order atitle insuranceSection 3.01.
ernnmitment for the Property, issued by anationally recognized title insurer, and copies of all documents referenced
Aerein (collectively, Ae “Commitment”), which shall commit to issue to Buyer, upon recordmg of Ae Deed, as
defined mSection 8.04, an owner’s policy of title insurance (Ae ‘Title Policy’^ ®the totel amount of Ae Purchase
Price. At Closing, Seiler shall provide to Buyer any and all documents necessary to satisfy all requirements (mcludmg
Aose relating to Ae release of any and all Monetary Encumbrances, as defined mS^on 3.03) set forA mAe
Commitment and such documents necessary to delete fixrm Ae Title Policy Ae standard pre-printed exceptions, oAer
Aan Ae survey exception.
Survey. Buyer shall have Ae right, at Buyer’s sole cost and expense, to obtain asurvey
of Ae Property on or prior to expiration of the Avestigation Period (the “Survey”).
Section 3.03.
title (“Title Exceptions”) that are not acceptable to Buyer mBroker’s sole and absolute discretion, then Bt^er shall
notify Seller of any and all objections to same (each a“TMe Defecf’) mwritmg by Ae end of Ae Avestigadon Period
(“Notice of Title Defect”). All Title Exceptions to which Buyer does not object shall become permitted exceptions to
title (“Permitted Exceptions”). Notwithstandir^ Ae foreping. Seller shall be obligated to py and satisfy of recordany recorded lien or mortgage or oAer title exception or defect that is monetary Anature (“Monetary
Encumbrances”) prior to or at ClosAg. Sellar shall provide written notice to Buyer wiAA five (5) days of receipt of
Ae Notice of Title Defect specifyAg which, if any, of Ae Title Defects Seller elects to cure prior to ClosAg (“Seller’s
Response”). If Seller Ails to timely provide Seller’s Response, Seller shall be deemed to have elected to cure all Title
Defects. If Buyer is dissatisfied wiA Seller’s Response then, at Ae option of Buyer, Buyer may (a) termAate this
Agreement or (b) proceed to ClosAg wiAout satisAction of Ae Title Defects Seller has elected not to cure, which
such Title Defects shall be deemed Permitted Exceptions. Buyer shall also have Ae right to object at any time to ai^
Section 3.02.
Objections to Title or Survey. If Ae Commitment or Survey contoAs exceptions to
2
exception of title placed of record subsequent to the effective date of the Commitment, whether by virtue of an update
to die Commitment or as indicated on an updated Survey or otherwise (“New Title Defects”). Seller ^11 have the
obligation to cure all such New Title Defects. If prior to Closing Seller shall &il or decline to cure any New Title
Defect or Title Defect elected or required to be cured by Seller, then, in addition to Buyer’s remedies u^er Section
13.02, at die option of Buyer, Buyer may (i) temiinate this Agreement or (ii) proceed to Closing without sadsfacdon
of the uncured Title Defects and/or New Title Defects, which such Title Defects and/or New Title Defects ^ali be
deemed Permitted Exceptions. If this Agreement is terminated pursuant to this Secdon 3.03, the Deposit shall be
promptly r^umed to Buyer and neither party shall have any further rights or obligations haeunder, except for those
matters that expressly survive terminadon of diis Agreement.
A R T I C L E I V
INVESTIGATION OF PROPERTY
Right of Entry. The “Investigation Period” under this Agreement shall be aperiodSection 4.01.
commencing on the Effective Date and ending at 11:59 pm. on the date one hundred twenty (120) days after the
Effective Date of this Agreement. Buyer, and all of Bityer’s agents, contractors, consultants, representatives and other
persons designated by Buyer, diall have the right to enter on the Property, for the purpose of investigation, discovery
and testing of the Property, including, without limitation, surveying, soil testing and boring, hydrological studies,
environmental studies, structural inspections or any other studies or tests Buyer determines in its reasonable discretion
to be necessary or appropriate (collectively, the “Inspections”). Seller shall cooperate with Buyer in conjunction witir
Buyer’s Inspections, including providing access to fte Property at all reasonable times prior to Closing. Seller shall
cooperate in r^ard to Buyer’s efforts to obtain all appropriate or relevant information concerning the Property,
including, but not limited to, execution and delivery of aJuri^ictional determination request substantially in the form
attached hereto as Exhibit “B”. Provided Buyer has not terminated this Agreement or defiiulted hereunder, this right
of entry, as well as all rights provided to Buyer in this Section 4.01, shall continue unabated through Closing. All of
Buyw’s Inspections shall be at Bityer’s sole cost and expense, and shall be performed in amanner so as not to
unreasonably interfere with Seller’s interest in the Property. Buyer shall remove or bond any lien of any type that
attaches to Ae Property as aresult of any Buyer’s Inspections. Upon ccmipletion of any Inspection, Buyer shall restore
any material damage to Ae Property caused by such Inspection to the extent reasonably practicable. Buyer hereby
indemnifies and holds Seller harmless fiom all injury, dam^e, l<«s, cost or expense, includii®, but not limited to,attorneys’ fees and court costs resulting fi-om Buyer’s Inspections. The indmnity obligations of Ais Section 4.01 shall
survive for aperiod of one (1) year after Closing or earlier termination of Ais Agreement and do not ^ply to (a) ar^
loss, liability, cost or expense to Ae extent arising from or relating to Ae acts or omissions of Seller or Seller’s agents
at consultants, (b) any diminution in value of Ae Property arising from or relating to matters discovered by Buyer
during its In^iections, (c) any latent defects in Ae Prop^ discovered by Buyer, or (d) Ae release or spread of anyHazardous Substance, as defined in Section 6.09, which is Ascovered (but not deposited^ <m or under Ae Property by
Buyer.
Property Dacmnents. WiAm three (3) business days following Ae Effective Date,
Seller shall furnish to Buyer all materials concerning Ae Property which Seller possesses, or whith Sellw may
reascmably obtain, and Seller shall continue to furnish to Buyer wiAm three (3) business days following Seller’s
receipt of same, all materials concerning Ae Property of which Seller acquires possession subsequent to Ae Effective
Date, mcludmg, but not limited to, copies of ail title insurance policies, plans, plats, sutvq's, zonmg arid land use
information, contracts, soil tests and reports, environmental tests and reports, engineering studies, infection reports,
due diligence materials, CAD files, appraisals, feasibility studies, landscape plans, site plans and all oAer
governmental and quasi-governmental applications, approvals, ccmsents and auAorizations relating to Ae Property,
including, wiAout limitation, any USACOE wetlands delmeation letters or Ae like. All of Ae mformation to be
furnished under Ais Section 4.02 shall collectively be refenred to as Ae “Property Documents.” For each day’s delay
mdelivering Ae Property Documents, Ae Investigation Period shall be extended by one (1) day. Seller shall assign to
Buyer all of its right, title and interest in and to Ae Property Documents and deliver Al of Ae origmal Property
Documents, and Seller’s Permits and Intangible Personal Property, to Bityer at Closmg.
Right of Cancellation. Irrespective of and wiAout affecting Ae OAer Agement,
Buyer shall have Ae absolute and unqualified right to termmate Ais Agreement at any time prior to Ae expiration of
the Investigation Period, including any extensions as set forA below in Section 4.05, for any reason whatsoevar or for
no reason, mits sole and absolute discretion. If, prior to Ae end of Ae tavestigation Period, Buyer gives to Seller
Section 4.02.
Section 4.03.
3
notice of termination in accordance with diis Section 4.03, then, this Agreement shall be deemed to be terminated, the
D^rosh, not to include the Released Deposits or Extension Payments, shall be refunded to Buyer and neither party
shall have any further rights, obligations or duties hereunder, except for obligations that expressly survive termination.
Promotioiial Signage. Following the successful rezoning of the Property for Buyer’sSection 4.04.
Intended Use, Buyer and its affiliates, shall be entitled to install promotional signage on the Property.
Extensions of Investigation Period. At Buyer’s sole discretion, the Investiption
periods upon written notice to Seller prior to die expiration of
for each such extension
Section 4.05.
Period may be extended for two (2) thirty (30)
Investigation Period and payment to Seller offl
(collectively, the “Extension Payments’^, whidi thall become non-refondable except in the event of Seller’s default
under Section 13.02. The Extension P^ents shall be treated as Deposits as provided for in Article II, above. In
case of such extension. Buyer retains all rights hereunder including the ri^t of cancellation provided in Section 4.03.
A R T I C L E V
APPROVALS
Aonrovals. Following the Effective Date, Buyer shall have the right to initiate and
pursue all final, non-appealable approvals, permits and consents for aSINGLE FAMILY RESIDENTIAL
development, all in size and configuration desired by Buyer, together with related amenities and improvements on the
Property (the “Intended Use’O, including, without limitation, any required rezrming of tiie Prop^, site plan and
subdivision plat approval and ofoer related development approvals with the State, County, City or Town, to the extent
required to enable Buyer to develop the Intended Use (with all ^peal periods expired and no appeals having been
filed, collectively, the “Approvals”), so that upon Buyer’s obtaining all Approvals for tire Intend^ Use, Buya- will
be able to obtain building pomits, and upon compl^on of construction. Buyer will be able to obtain certifir^es of
occupancy. In the event Buyer determines, in Buyer’s sole discretion, tlut the Approvals are not obtainable in form
and substance satis&ctory to Buyer, or if at any time prior to Closing, Buyer is otherwise dissatisfied with the status
or prospects of obtaining the Approvals, then Buyer may terminate this Agreement, whereupon the Deposit shall be
promptiy returned to Buyer and neither party shall have any further ri^ts or obligations hereunder, except for those
matters that expressly survive termination of tiiis Agreemait. Sellar acknowledges and agrees that die Approvals are
for the sole btmefit of the Buyer and Seller shall have no claim against Buyer in the event the Approvals are not
obtained.
Section 5.01.
Rezoning Contingency Period. Beginning on the Effective Date and continuingSection 5.02.
through the date that is one hundred twenty (120) days after the successful completion of the Investigation Period,
Bityer shall seek to obtain rezoning of the Property for its Intended Use. Provided, however, that so long as the Buyer
is diligently and in good foith still attempting to obtain the rezoning approval, or is waiting for adecision or action by
the ^licahle jurisdictional authority, the Rezoning Contingency Period shall be extended for up to three (3) additional
thirty (30) day pmods, without payment of any fee, upon written notice to Seller. Upon such written notice the
Rezoning Contingency Period shall be deemed extended.
Site Plan and Grading Permit Approval Contingency Period. Through the date that
is one hundred twenty (120) days after the successful completion of foe Rezoning Contingency Period, Buyer shall
seek to obtain site plan and grading permit approval of the Property for its Intended Use. Provided, however, that so
long as the Buyer is diligently and in good foith still attempting to obtain foe site plan and grading permit approvals,
or is waiting for adecision or action by the ^licable jurisdictional authority, the Site Plan and Grading Permit
Contingency Period shall be extended for up to three (3) additional thirty (30) day periods, without payment of my
fee, upon vnitten notice to Seller. Upon such written notice the Site Plan and Grading Permit Contingency Period
shall deemed extended.
Section 5.03.
Approved Lot An “Approved Lot” shall be defined as aportion of the Property
legally created by subdivision plat and recorded in foe county land records, upon which and after obtaining all
Approvals for foe Intended Use, Buyer or athird party will be able to obtain all required permits including building
and septic permits, and upon compl^ion of constructicm, will be able to obtain certificates of occupanQ' and convQ^
good and marketable title. Buyer shall use its best reasonable efforts to maximize the number of Approved Lots.
Section 5.031
4
Seller*s Cooperation. Seller shall cooperate and not impede in any way with Buyer’s
efforts to obtain the Approvals, including executing, within three (3) business days after Buyer’s written request, any
and all documoits which are required to be executed by Seller in its capacity as the owner of the Property.
Section 5.04
A R T I C L E V I
SELLER’S REPRESENTATIONS, WARRANTIES AND COVENANTS
Seller represents and warrants to Buyer as true and correct, both on the Effective Date and throughout the
period of time until Closing, that:
Violations, Litigation and Adverse Information. Seller has not received any notice
of nor does Seller have knowledge of (a) violation of any law, statute, ordinance, wder, regulation, rule, restriction or
requirement of any govemmettal entity pertaining to or affecting any portion of the Property, (b) suit or proceeding
pending or threatened affecting Seller or any portion of the Property in any court or before any governmental entity,
or (c) other feet or condition which would have amaterial adverse effect on tire Property <»■ its value, which has not
been disclosed in writing to Buyer.
Section 6.01.
Ownership and Parties in Possession. Seller owns marketable fee simple title to the
Property. Th«e are no parties in possession of any portion of the Propwty whether as lessees, teoants-at-suflF«ance,
trespassws or oftierwise, oflier than Seller. No otha- person or entity has any right, claim or interest in the Properly or
any portion thereof arising out of adverse possession, presaiptive rights, or otherwise. Seller will convey to Buyer
at Closing, marketable fee simple title to the Property, fiee and clear of any liens, mortgages, pledges, security
intousts, options, rights, leases, charges, claims, encumbrances or restrictions of any kind whosoever, other than the
Permitted ^ceptions.
Section 6.02.
Prior Application or Commitments. There are no applications or commitments to
any govemmoital or quasi-govemmental aitity or utility which would affect the Property which have not been
disclosed in writing to Buyer.
Section 6.03.
No Liens. No work has been performed or is in progress upon, and no matmals have
been furnished to, the Properly or any part thereof, which might give rise to any mechanic’s, materialmen’s, or other
liens against the Property. Ttere are no special assessmrats, pending or certifted, whidi may now or hereafter become
an obligation of Buyer, monetary or otherwise.
Section 6.04.
Foreign Investment in Real Property Tax Act Seller is not a“foreign person,” as
defined by Section 1445 of the Intonal Revenue Code. Seller shall comply with all requirements imposed by the
Internal RevMJue Service in regard to same.
Section 6.05.
Good Standing and Authority of Seller. Seller is validly existing and in good
standing, in the State of North Carolina, and the person executing this Agreement on b^lf of Seller has the lawful
right, power, authority and edacity to bind Seller to the terms hereof and consurrunate the transactions contemplated
Ity this Agreement, pursuant to the terms, provisions and conditions of this Agreement
Title to Property. Seller will not cause, permit or suffer any act to be performed or
not performed, the result of which will cause any lien, encumbrance or cloud iq»n Seller’s title to the Property such
that Seller shall be unable to convey title to the Property to Biorer in accordance with this Agreement From and after
the Effective Date, Seller shall take no action to encumber the ftoperty or otherwise affect title to the Property, without
the prior consent of BiQ'er, which may be withheld in Buyer’s sole and absolute discretion.
Changes to Documents and Condition of the Property. Seller shall maintain the
Property in substantially the same condition as exists as of the Effective Date and shall not terminate, modify, amend
or waive any provision of any lease, contract, permit, agreement, or any other docummt previously provided, or to be
provided, to Buyer in accordance with this Agreement, or any benefit or entitlement described in this Agreement to
be conveyed to Buyer, without die jMior written consent of Buyer, which may be withheld in Buyer’s sole and absolute
discretion.
Section 6.06.
Section 6.07.
Section 6.08.
5
Environmental Condition. Seller has not and, subsequent to the Effective Date, shall
not and will not p«Tnit any other party to use any Hazardous Substances on the Property. Seller represaits and
warrants to Buyer that, to the best of Seller’s knowledge, th^ is not any (a) presence of aiqr ‘‘Hazardous Substance,”
as defined in ftis Section 6.09, above, below, on, or within the Propaty, (b) present or past generation, recycling,
reuse, sale, storage, handling, transport and/or disposal of any Hazardous Substance on the Property, or (c) &ilure by
Seller or any former owner of the Property to comply widi any applicable local, state or federal environmental laws,
regulations, ordinances or administrative or judicial orders relating to the generation, recycling, reuse, sale, storage,
handling, transport and/or disposal of any Hazardous Sifostance. As used herein, the term “Hazardous Substance”
means any substance or material defined or designated as ahazardous or toxic waste, material or substance, chemical
contaminant, or other similar term, deemed to be such by aity federal, state or local environmental statute, regulation
or ordinance presently or hereafter in effect, as such statutes, regulations or ordinances may be amended from time to
Section 6.09.
time.
Bankruptcy. Neither Seller nor any of its subsidiaries or parent companies is involved.Section 6.10.
whether voluntarily or otherwise, in any bankruptcy, reorganization or insolvency proceeding.
Contracts. There is no management, employment, service, equipment, supply.Section 6.11.
maintenance, water, sewer, or oAer utility or concession agreement or agreement wWi municipalities or other parties
including improvement or development escrows or bonds) with respect to or affecting the Property which will burden
foe Propwty or Buyer after Closing in any manner whatsoev». TTiere are no pending contracts for foe sale of aity
portion of foe Prop^, other than this Agreement
Affordable Housing Requirement. None of foe Property is subject to any affordableSection 6.12.
housing requirements.
No Home Sales. No portion of the Property has ever been marketol for sales toSection 6.13.
individual homebuyers.
Anti-Terrorism Laws. Seller is in compliance with ail federal, state, municipal, wd
local laws, statutes, codes, ordinances, orders, decrees, rules, or relations relating to terrorism or money laundering
(collectively, the “Anti-Terrorism Laws”), including without limitation. Executive Order No. 13224 on Terrorist
Financing, effective Sept^nber 24, 2001, foe Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of2001 (Public Law 107-56, known as foe “Patriot Acf”), and foe
regulations of foe Office of Foreign Assets Control and is not aProhibited Person under foe Anti-Terrorism Laws.
No Homeowners’ Association or Community Development District No portion of
the Property is located within foe boundaries of or is governed by ahomeowners’ association or community
development district
Section 6.16.
within foe Property.
Section 6.14.
Section 6.1 S.
Cemeteries. There are no cemeteries, graves or burial grounds or historic artifacts
Target Ranee. No portion of the Property has been used for atarget range, bombing
range, or otherwise exposed to ordnance of any kind, whether practice or real.
Endangered Species. The Property contains no threatened or endangered species or
endangered or protected habitats as defined by any governmental entity.
Condition of the Property. During the time that Seller has owned foe Property, and to
the best of Seller’s knowledge with regard to all time prior to Seller’s ownership of foe Pntqjwty (a) no landfill
(feposited on, or taken from foe Property, (b) no portion of foe Propraty contains construction or other debris
Qncluding, without limitation, organic materials, strippings, rocks, stumps or concrete), and (c) no portion of foe
Property contains abury or borrow pit.
Section 6.17.
Section 6.18.
Section 6.19.
was
6
Impact Fees. There are no impact fees, taxes, levies, assessments or qrecial fees of anySection <U0.
kind (other than normal ad valorem property taxes) imposed by any governmental authority or odter third party which
would be payable by Bt^er in connection with its use of the l^perty.
No Knowledge of Adverse Facts. Sellw has no knowledge of any feet or circumstance
that would negatively impact (a) any of the Approvals, or (b) Buyer’s ability to build the Intended Use.
Special Use Tax. The Property has not and is not being, assessed or taxed under any
agricultural, special use, open space, “consovation use”, “current use”, or similar valuation (each, a“Special Use”).
If the Property has been or is now being assessed or taxed under any Special Use valuation then. Seller shall pay all
t^plicabie taxes and poialties associated with the change in use contemplated by Buyer as and when such taxes and/or
penalties are assessed.
Section 621.
Section 6.22.
Property Documents. All of the information contained in the Property Documents is
true and conect in all material respects and feirly and accurately reflects the condition or statement of facts reported
to be described or represented thereby.
If any of the foregoing representations and warranties are not true in their entirety on the date hereof and at
all times ferough and including the Closing, then it shall be deemed abreach by Seller and Buyer may, at its option,
proceed wife any of feose remedies available to Buyer under Section 13.02.
Section 6J2.
A R T I C L E V n
B U Y E R ’ S R E P R E S E N TAT I O N S A N D WA R R A N T I E S
Buyer repres«its and warrants to Sella-, as true and correct, both on the Effective Date and throughout fee
period of time until and through Closing, that Buyer is alimited liability company duly organized, validly ousting
and in good standing under fee laws of fee State of North Carolina, and fee person executing feis Agreement on behalf
of Buyer has fee lawful right, powa, authority and capacity to bind Buyer to the terms hereof and consununate the
transactions contemplated by this Agreement, pursuant to fee terms, provisions and conditions of feis Agreement.
Should Buyer breach any of the foregoing representations and warranties. Seller may, at its option, proceed with any
of feose ronedies available to Seller unda Section 13.01.
A R T I C L E V m
CLOSING
Closing. Subject to the terms and conditions of feis Agreement, fee purchase and sde
of fee Propaty (fee “Closing^) shall occur on or before the date which is forty-five (45) days after fee Buyer’s receipt
of the Grading Permit for Buyer’s Intoided Use (fee “Closing Date”).
Place of Closing. The Closing shall occur on fee Closing Date at fee offices of Buyw’s
counsel, unless otherwise agreed to between fee parties, or may be accomplished via wire transfer of funds and
electronic mail of executed documents, to be followed by original documents.
Expenses of Clroing and Prorations.
Taxes. At Closing, all ad valorem and non-ad valoem real property taxes for fee year of
Closing will be prorated as of the Closing Date, based upon the maximum discount for early payment If fee tax bill
for fee current year has not yet been issued, tax prorations will be based upon fee prior year’s bill using the millage
rate then used in the County for residential use, subject to reproration at fee request of either party when fee current
year’s bill is issued. Seller shall pay all Special Use Taxes, roll-back and other deterred taxes for the Property at
Closing (or place funds in escrow for fee payment of sudi taxes when tax bills are issued).
Transfer Tax/Recordina Fees. Seller shall pay State ofNorth Carolina transfer tax and the
recording fees associated with the release of any Monetary Encumbrmces and/or corrective title instruments. Buyer
will pay for fee cost of recording the Deed.
Section 8.01.
Section 8.02.
Section 8.03.
(A)
(B)
7
Title Policy and Survey. Buyer shall pay for die cost of the Conunitment and the Title
PoliQT. Seller shall pay for the searches required by the title insurance underwriter to delete the standard exceptions
from the Title Policy and any costs required to cure all title defects to be cured under Article III. Buyer will pay for
die cost of the Survey.
(C)
(D) Governmental Liens. Prior to Closing, Sella- shall satisfy and pay all outstanding certified
govanmental and municipal improvement liens and special assessments.
(E)Attorneys* Fees. Each party shall pay its own attorneys’ fees and costs.
Broker’s Commissions. The Seller shall be solely responsible ibr pt^ent of any Broker’s
commission due at Closing as set forth in Article IX. At Closing, each party shall deliver to die other afully executed
broker’s lien waiver.
(F)
Documents for Closing. At Closing, Seller shall execute and deliver each of the
following documents in aform reasonably acceptable to Buyer:
Ageneral warranty deed (the “Deed”), conveying to Buyer or its assignee marketable and
insurable fee simple title to the Property by utilizing the legal description drawn from the Surv^r, subject only to the
Permitted Exceptions;
Section 8.04.
(A)
An affidavit attesting to the absence of any liens, parties in possession, or other claims,(B)
which is also sufficient to insure die gap;
An assignment document evidencing the transfer and assignment of all Seller’s benefits
and entitlements hereunder, including the Property Documraits, Seller’s Pennits and Intangible Personal Property, as
well as all otiier leases, contracts, licenses, agreonents or other documents, which are in effect as of the Closing Date;
(C)
(D) AFIRPTA affidavit;
(E) AUSA Patriot affidavit;
(F) An affidavit reflecting that Seller has the authority to transact the sale of the Property to
the Buyer;
(G) ACertificate of Trust for Seller;
(H) AClosing Statement in aform reasonably acceptable to Buyer and Seller,
(I) ACertificate of Seller to the effect that the representations and warranties of Sellw
contained in this Agreement are true and correct on and as of the Closing Date; and
(J) Any other documents reasonably required by Buyer in order for Seller to convey the
Property to Buyer in accordance with the terms and conditions of this A^eement.
Section 8.05. Farther Assurances. At Closing, the parties hereto shall [wrform such other acts, and
shall execute, acknowledge and deliver such other instruments, documrats and other materials as the other party hereto
or the Escrow Agent may reasonably request in order to effectuate the Closing and the transactions contemplated by
this Agreement.
All of the documents executed by Seller which are to be delivered to Buyer at Closing will be duly authorized,
legal, valid and binding obligations of Seller, which, at the time of Closing, will be sufficient to conv^ title (if they
purport to do so), and do not, and at the time of Closing will not, violate any provisions of any agreement to which
Seller is aparty or to which it is subject The parties shall cooperate, including without limitation, executing any othw
8
documents, following each Closing, as reasonably necessary to effectuate the intent of all terms and conditions set
forth in this Agreement. ITie provisions of this paragraph shall survive Closing.
Conditions Precedent Ihe obligation of Buyer to proceed to Closing is subject to theSection 8.06.
satis&ction of each of die following conditions (collectively, the ‘^Conditions Precedent”):
(A) Seller shall have performed all of its covenants and not be in defeult of any of its obligations
under this Agreement;
(B) Seller’s representations and warranties contained in this Agreement shall be true and
correct Notwidistoding that certain of Seller’s representations and warranties may be limited to the extent of the
Seller’s knowledge of die facts stated therein (or such similar qualifier), die Condition Precedent to Biker’s obligation
to setde hereunder shall not be so limited, and the satisfaction of said condition shall depend on the actual correctness
as of the time of Closing of the facts stat^ in all such representations and warranties;
(C) The status of title to the Property shall be as required by this Agreement and the title
insurance company shall be prepared to issue the Title Policy insuring die Phx^rty in die amount of the Purchase
Price subject only to die Permitted Exceptions;
(D) The Property is not in violation, nor has been or is currentiy under investigation for
violation, of any federal, state or local law, wdinance, or relation relating to industrial hygiene, worker health and
safety, or environmental conditions in, at, on, under, or about the Property, including soil and groundwater conditions;
die Property has not been subject to, and is not within Two Thousand (2,000) feet of, adeposit of any Hazardous
Substance; there has been no disdiarge, migration, or release of any Hazardous Substance from, into, on, under, or
about the Property; and there is not now, nor has there evCT been, on or in the Property underground storage tanks or
surface or below-grade impoundments, any asbestos-containing materials or any polychlorinated biphenyls used in
hydraulic oils, electrical transformers, or odier equipment;
(E) Intentionally Deleted.
(F) There shall have been no material adverse change in the physical ccmdition of the Property;
Failure to Satisfy Conditions Precedent If any of the Conditions Precedent are not
satisfied as of die Closing Date, Buyer riiall have die right, at its sole option, to (a) terminate this Agreement,
uliereupon die Deposit shall be promptly returned to Buyer and neither party shall have any further ri^ts or
obligations hereunder, excqit for those matters that expressly survive termination of this Agreement, or (b) waive the
Condition Precedent(s) and proceed to Closing. In edition to the foregoing, to the extent that the failure of any
Condition Precedent is caused or delayed by Seller’s Default, Buyer shall be «ititled to pursue its rights and remedies
in accordance with the tenas of Section 13.02.
Section 8.07.
ARTICLE DC
REAL ESTATE BROKERS
The parties each represent to the other diat diere are no real estate brokers, salespeople, finders or consultants,
who are or were involved in die negotiation and/or consummation of this transaction other than Bobbie Gardner of
Keller Williams Realty North and Paul Holst of KeUer WiUiams Realty Greensboro. Payment of Real Estate
commissions, at closing, is the responsibility of the Seller. Seller agrees to defend, indemnify and hold Buyer harmless
from and ^inst any and all costs and liabilities, including without limitation, attorneys’ fees thr<mgh all levels of
proceedings, for brokerage or professional service fees claimed by any broker employed or claiming to have been
employed by Seller or any party other than Buyer. Buyer agrees to defend, indemnify and hold Seller harmless from
and against any and all co^ and liabilities, including, without limitation, attorneys’ fees through all levels of
proceedings, for brokerage or professional service fees clumed by any broker employed or claitning to have been
mployed by Buyer. The indemnification provided hereunder shall be applicable to any party claiming tiiat it is owed
afee or other form of compensation due to or arising out of this Agreement The provisions of this paragraph shall
survive Closing or earlier termination of this Agreement.
9
A R T I C L E X
ESCROW
If tfiere is any dispute as to wheth«“ Escrow Agent is obligated to deliver the Deposit, or documents whidi it
holds, or as to vdiom same are to be delivered. Escrow Agent will not be obligated to m^e any delivery, but in such
event, may hold same until receipt by Escrow Agent of an audiorization, in writing, signed by Seller and BiQrer
directing Ae disposition of same, and if either party would be entitled to the Deposit, or other monies or documents
held by Escrow Agent, the parties shall (»’omptly execute such joint written authorization upon the request of any
party hereto. In the absence of such authorization. Escrow Agrat may hold the Deposit, or other monies or documents
in its possession until the final determination of the rights of the parties in an qrpropriate proceeding. If such written
authorization is not given or proceedings for such determination are not begun and diligently continued. Escrow Agent
may, but is not required to, bring an ap|»opriate action or proceeding for leave to deposit said funds or documents in
court, pending such determination. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section
4.03, Escrow Agoit shall return the Deposit to Buyer without the need for joint written instructions. Escrow Agent
shall not be respcmsible for any acts or omissions of Escrow Agent, unless same are aresult of the gross negligence,
willful misconduct or fraud. Otherwise, provided Escrow Agent acts in accordance with this Agreemoit, Escrow
Agent shall have no liability following the delivery of any funds or documents which Escrow Agent holds pursuant
to this Agrement If Escrow Agent elects to bring an appropriate action or proceeding in accordance with Ae terms
of this Agreement, then Escrow Agent shall be entitled to recover all of its reasmiable attorneys’ fees and coste incurred
in connection with the at^on from the party not entitled to receive the Deposit or other monies or documents as
determined by acourt of competent jurisdiction. The parties will hold Escrow Agent harmless from and indenmify it
gainst any costs or liabilities, including reaarnable attorneys’ fees, resulting from any action brought against Escrow
Agent, unless due to Escrow Agent’s vrillfiil misconduct, gross negligence, or fraud.
article XI
NOTICE
Notice and Addresses. All notices required or desired to be given under this
Agreement shall be in writing and either (a) hand-delivered, (b) sent by certified mail, return receipt requested, (c) sent
via FedEx or similar overnight service, or (d) sent via electronic mail, so long as notice is also provided through either
method (a), (b) or (c) as herein described. All notices ^1 be addressed to the party beii% noticed, and shall be
deemed to have be<m given (i) when delivered, if by hand delivery, (ii) three (3) business days after deposit in aU.S.
Post Office or official letto- box, if sent by certified mail, (iiO one (1) business day after timely deposited in aFedEx
or similar overnight service depository, or (iv) upon confirmation of receipt by sender if sent via electronic mail. All
notices shall be delivered or sent prepaid for the specified service by the party giving notice, and shall be addressed
as follows:
Section 11.01.
Stuart Parrish. George Parrish, Andrew Parrish
5409 Union Grove Road
SELLER:
.Oak Ridge, NC 27310
Telephone No.: (336 > 643-9750
Attn:
E-Mail: [e-mail]
Copy To:
Telephone No.: ( )
Attn:
E-Mail:
10
First Carolina Homes LLC
Tory Hill Drive
Greensboro, North Carolina 27410
Attn: Lynn &Paul Holst
(p) [phone]
(m) [phone]
[e-mail]
BUYER:
Tom Jacobs
Thomas G. Jacobs Law
1590 Westbrook Plaza Drive, Suite 103
Winston-Salem, NC 27103
Telephone No.: [phone]
E-Mail: tQm^Qipjg^bslaw.cont
Thomas G. Jacobs Law
1590 Westbrook Plaza Drive, Suite 103
Winston-Salem, NC 27103
or to aiy mher address hereafter designated by aiq^ of the parties, from time to time, in writing and otherwise in the
mannw set forth herein for giving notice.
Section 11,02.
any notice pursuant to this Agreement on behalf of their respective clients.
Copy To:
ESCROW AGENT:
Attorneys. The respective attorneys for Seller and Buyer are hereby authorized to give
A R T I C L E X n
CONDEMNATION AND MORATORIUM
Condemnation. If, prior to Closing, all or any portion of the Property is taken by
eminent domain or is the subject of apending taking whidi has not been consummated (collectively, a“Taking”),
Seller shall so notify Buyer in writing no lat^ than five (5) days after receipt of Seller’s notice of aTaking, and Buyer
shall have the o|^on to either (a) terminate Ais Agreement or (b) proceed wiA the Closing in accordance herewiA.
Buyer shall have Ae right, but not Ae obligation, to contest and negotiate Ae amount of money offered for sudi
Taking, as well as any of Ae terms related Aereto. If Ais Agreement is terminated as aforesaid, Ae Dqposit shall be
promptly returned to Bttyer and neiAer party shall have any futAer rights or obligations hereunder, except for Aose
matters that expressly survive termination of Ais Agreement. If Buyer has not elected to terminate this Agreemait as
aforesaid. Sella* shall assign to Buyer at Closing all sums Aat are to be awarded for Ae Taking, and shall pay to Buyer
any sums received by Seller prior to Closing for Ae Taking. Buyer shall Aereafter be entitled to receive and keqj any
awards for such Taking Ity eminoit domain. The Closing Date shall be extended for aperiod of time equal to Ae
amount of time afforded to Buyer to provide Seiler wiA notice of its election under Ais Section 12.01.
Moratoria. If, at Ae time of Closing, there is amoratorium, or threat Aereof, on
buildmg, platting, water and sewer, or oAer moratoria prohibiting or delaying USDA financing or Buyer’s own^ip,
development or operation of Ae Property, mcluding, wiAout limitation, amoratorium on the issuance of building
permits or certificates of occiqrancy, Buya shall have Ae right to extend Ae Closing for aperiod not to exce^ one
hundred eighty (180) days, at which time if amoratcHium, or threat Aereof, still exists for any of Ae foregoing items.
Buyer shall have Ae option to eiAer (a) terminate Ais Agreement, whereupon the Deposit shall be promptly returned
to Bityer and neiAer party shall have any fuiAer rights or obligations hereunder, excqpt for Aose matters that expressly
survive termination of Ais Agreement or (b) waive such condition and proceed wiA Closing in accordance herewiA.
If Bityer chooses to proceed wiA Closing, Ae Closmg shall occur wiAin ten (10) dtys of Seller’s receipt of Buyer’s
notice as provided hereinabove.
Section 12.01.
Section 12.02.
11
A R T I C L E X m
DEFAULTS
Section 13.01.
but not limited to, the &iiure of Buyer to dose this transaction, the parties acknowledge it would be impossible to
ascertain the amount of damages suffered by Seller, and therefore the parties agree that in the event there is aBuyer’s
De&ult, the Deposit, at the time of Buyer’s De&ult, shall be paid to and accepted by Seiler as full and liquidated
damages and as Seller’s sole and exclusive remedy and each of the parties shall thereafter be released of any further
liability or responsibility hereunder, except for the obligations that expressly survive termination of this Agreement.
Seller’s Default In the event of any default by Seller (“Seller’s Defeult”), Buyer shall
be entitled (a) to terminate this Agreement, receive aprompt refund of the Deposit, Released Eteposits and Extension
P^ents and be reimbursed by Seller for the actual out-of-pocket costs and expenses incurred by BtQrer in connection
with this Agreemoit, including, but not limited to, costs and expenses incuired in connection with Buyer’s Inspections,
reztming and/or approval efforts and/or (b) to exercise all remedi^ available at law or in equity, including damages
and the ri^ to s^ specific perfomance of this Agreement All of Buyer’s ri^ts and remedies hereunder shall be
cumulative, and Buyer’s exercise of any right or remedy shall not preclude Buyer’s exercise of any odter right or
remedy.
Buyer’s Default. In the event of any default by Buyer (“Buyer’s Defoult”), including.
Section 13.02.
Notice and Cure Period. Buyer shall take no action with respect to aSeller’s Default,
and Seller shall take no action with respect to aBuyer’s Defeult, until fee non-defeulting party has given written notice
to fee defeulting party and the defeulting party has failed to cure fee defeult for aperiod of twenty (20) days after
receipt of such notice.
Section 13.03.
A R T I C L E X I V
M I S C E L L A N E O U S P R O V I S I O N S
Choice of Law and Venue. This Agreement shall be construed and interpreted under
fee laws of fee State of North Carolina, without giving effect to principles of conflict of laws, except where specifically
pre-empted by Federal law. Proper venue with respect to any state or federal litigation in conrtection wife this
Agreement shall be exclusively in fee County.
Section 14.02.
and until such amendment is in writing and executed by Buyer and Seller.
Section 14.03.
constitutes fee entire agreement between the parties and no prior written documents, and no prior or contemimraty
oral statements, representations, promises, or understandings not embodied in this Agreement, including, without
limitation, fee terms and provisions contained in the Prior Agreement, shall be of any force and/or effect.
Survival Unless otherwise provided for in this Agreement, all terms and provisions
of feis Agreement, including, without limitation fee representations, warranties and covenants, shall survive Closing
for aperiod of two (2) years. In addition, except as otherwise set forth in feis Agreement, fee parties’ obligations to
indemnity, defend and hold harmless set forth in Section 4.01 and Articles IX and Xof feis Agreement shall survive
fee Closing or earlier termination of this Agreement.
Assignment
All of fee representations, warranties, covenants, conditions mid obligations herein
contained shall be binding upon and inure to fee benefit of fee respective successors and assigns of fee parties.
Buyer shall have fee right to assign its rights and/or obligations in this Agreement to ariy
entity (an “AflUiate”) controlled by or under common control with Buyer, or to an entity which succeeds to Bityer in
any mergm- or acquisition, without recourse, whereupon Bi^er shall be released fiom its obligations hereunder. Buyer
shall have fee ri^t to assign its rights and/or obligations in feis Agreement to any other person or entity without
Section 14.01.
Amendments. No amendment to this Agreement shall bind any of fee parties unless
Entire Agreement This Agreement, together wife any exhibits attached hereto.
Section 14.04.
Section 14.05.
(A)
(B)
12
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without liinitation, before trial, at trial and all appellate levels, from the non-prevailing party. This Section 14.15 shall
survive the Closing or earlier termination of friis Agreement.
Buyer to Seller Communication. Throughout the time period from the Effective Date
and up until Closing, Buyer shall keep Seller informed of its progress and promptly share any significant findings,
issues, denials and approvals.
Section 14.16.
[Signatures on following pages]
14
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the dates indicated
below.
SELLER:
dotioop verified
03/12/19 8;57 PM EOT
C3RW-CHIC-XKMA-JAWU
By:
George Winfield ParrishName:
Title:
Date:
dotioop verified
08/12/19 9:04 PM EOT
56WH-PXCH-2XAG-MSNU
By:
Jennifer ParrishName:
Title:
Date:dot oop \
08/12/19
ATVQ-CIWD-XEKCPOPG
verified
19:19 PM EOT
dotioop verified
08/12/199:30 PM EOT
FRU5-1708-S1XJ-8ANYDebbie Parrish By:.me:
Name: Stuart Wayne Parrish
Title:
Date:
BUYER:
First Carolina Homes LLC,
aNorth CarolinadiTnitedliability company
VBy:
A\j i-, 4- M- ^ ^
ni ■
I.1. -13
*This offer expires and is withdrawn if not fully
accepted and returned by 5:00 pm, August 14, 2019.
Name:
Tille:
Date:
0
EXHIBIT “A”
LEGAL DESCRIPTION
Forsyth County Tax Parcel PIN #; 6W0-35-2534 and aportion of Guilford County Parcel #: 6990-55-5822,
approximately 78J279 acres per survey dated March 25,2019 by P. E>avid Vaughn.