SW6240204_Pending Sales Agreement_20240226

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REAL ESTATE PURCHASE AGREEMENT
This Agreement is made as of the Acceptance Date (defined in Paragraph 2) by and
between ELIZABETH JONES, an Individual ("Seller"), and DEARBORN LAND
INVESTMENT, LLC, an Ohio limited liability company, or its nominee or assignee ("Buyer").
1. Property. Seller owns and desires to sell to Buyer, and Buyer desires to purchase
from Seller, the 2.12± acres of real property located on Rockfish Road, Raeford, Hoke County,
North Carolina, and identified as a portion of Tax Parcel Number 494650401010, as depicted on
Exhibit "A" attached hereto and made a part hereof, together with all improvements now located
on or in such real property and all rights, privileges, and easements appurtenant to such real
property, and all of Seller's right, title and interest in and to any adjacent streets, alleys and rights
of way (collectively, the"Property"), on the terms and conditions contained in this Agreement.
2. Purchase Price. The purchase price for the Property shall be Earnest
money ol .(the"First Deposit") will be deposited with City House Title LLC, as agent for
Fidelity National Title Insurance Company,414 Bridge Street, Franklin, TN 37064, Attn: Marcya
Bove, Phone: [phone]-Extension 8809, [e-mail] ("Escrow Agent")
within fourteen (14) business days after the Acceptance Date and applied toward the purchase
price. For purposes of this Agreement, the"Acceptance Date" shall be that day upon which this
Agreement has been both(a) fully executed by Buyer and Seller, and(b) delivered to Buyer.
3. Title Defects.
(a) Buyer will order a commitment for an owner's policy of title insurance during the
First Review Period (defined in Paragraph 5) with respect to the Property (the "Commitment").
The Commitment shall be in a form satisfactory to Buyer and shall commit to insure good and
marketable title in fee simple, free and clear of all liens, encumbrances, easements, conditions or
restrictions, except those that are acceptable to Buyer("Permitted Exception(s)").
(b) If an exception to title not acceptable to Buyer appears on the Commitment,Buyer
shall give Seller notice of the exception within thirty (30) days after receipt of both the
Commitment and a current survey of the Property. Seller shall have a reasonable period, not to
exceed thirty (30) days after notice from Buyer (the "Cure Period"), to remove the exception. If
Seller cannot do so within the Cure Period, then Buyer shall have the right(but not the obligation)
to either (i) accept title to the Property subject to the exception, which shall then become a
Permitted Exception, without reduction in the purchase price; or (ii) cancel and terminate this
Agreement and receive a refund of all sums deposited pursuant to this Agreement. For purposes
of clarification, in no event shall an exception that has been removed from the Commitment
thereafter be deemed a Permitted Exception hereunder. Seller shall be required to remove at
Closing(hereinafter defined)those exceptions that can be removed by paying an ascertainable sum
of money such as mortgages, land contracts, liens, unpaid taxes, and special assessments.
4. Conveyance/Restrictions. Seller shall convey the Property to Buyer or its nominee
by General Warranty Deed (the "Deed"), in recordable form, subject only to the Permitted
Exceptions.
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Seller covenants and agrees not to lease, rent, occupy, or allow to be leased, rented or
occupied, any part of the Seller's remaining property for use as a funeral parlor, massage
parlor or as an establishment selling or exhibiting paraphernalia for use with illicit drugs,or
selling or exhibiting materials or devices which are adjudicated to be pornographic by a
court of competent jurisdiction, or any adult bookstore, adult video store or adult movie
theater, or for the purpose of conducting business as or for the use as a Family Dollar Store,
Bill's Dollar Store, Dollar Tree, Dollar Zone, Variety Wholesale, Dollar Express, Ninety-
Nine Cents Only, Deals, Bonus Dollar, Maxway, Super Ten, Planet Dollar, Big Lots,
Walgreens, CVS,Rite Aid,or any Wal-Mart concept including but not limited to Wal-Mart,
Super Wal-Mart, Wal-Mart Neighborhood Market, or Walmart Express.
5. Closing. The closing of the purchase of the Property (the "Closing") shall be
through escrow with Escrow Agent and shall occur within thirty (30) days after Buyer's delivery
of a written closing notice to Seller and Escrow Agent. If the Closing Conditions (defined in
Paragraph 7)have not been satisfied in Buyer's sole discretion by the end of the sixth(6th)calendar
month following the Acceptance Date ("First Review Period"), Buyer may extend such Review
Period for up to two(2)additional Review Periods of three(3)calendar months each (respectively,
the"Second Review Period"and"Third Review Period")by delivering written notice of each such
election to Seller and Escrow A ent and simultaneously delivering to Escrow Agent an additional
earnest money deposit of for each such extension (the "Second Deposit" and "Third
Deposit", respectively), which sums shall be applicable to the purchase price and, except in the
event of Seller's default, or Buyer's determination that item(e)of Paragraph 7 cannot be satisfied,
shall become nonrefundable upon the expiration of the associated Review Period. (The First
Review Period, Second Review Period and Third Review Period are sometimes hereinafter
referred to collectively as the "Review Period". The First Deposit, Second Deposit and Third
Deposit are sometimes hereinafter referred to collectively as the "Deposits") If at the end of the
Third Review Period Buyer has pursued but not obtained all final, non-appealable, zoning,traffic,
DOT Permits and any other land use designations, approvals and permits as are necessary or
required by any governmental or quasi-governmental entities for Buyer's intended use of the
Property, all as determined in Buyer's sole discretion (collectively, the"Approvals"), Buyer may
extend the Review Period for one (1) additional Review Period of one (1) month by delivering
written notice of such election to Seller and Escrow Agent and simultaneously delivering to
Escrow Agent an additional earnest money deposit of et for such extension, which sum shall
be nonrefundable and applicable to the purchase price. If Buyer elects, prior to the expiration of
the First Review Period, not to proceed under the Agreement, Buyer shall be entitled to terminate
the Agreement, for any reason or for no reason, in which event the First Deposit shall be returned
to Buyer.
6. Survey and Investigations. After the Acceptance Date, Buyer and its designated
agents may enter the Property, at reasonable times, for the purpose of making surveys, inspecting
the physical condition of the Property, and making soil and environmental tests or borings,
provided that such operations are solely at Buyer's expense and do not damage the Property. Seller
agrees to cooperate with Buyer in its investigations and in its efforts to satisfy any contingencies
with respect to its development of the Project, including the execution of related documentation.
Within ten (10) days after the Acceptance Date, Seller shall deliver to Buyer, without charge,
copies of all information in its possession relating to the Property, including, without limitation,
any leases encumbering the Property; surveys; utility location information; soil and engineering
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studies or reports; environmental or hazardous waste audits;notices of violation or noncompliance
with any environmental or hazardous substance requirements; and any other reports, studies, site
plans and development information pertaining to the Property.
7. Conditions. Notwithstanding anything to the contrary contained in this Agreement,
if the following items (collectively, the"Closing Conditions") have not been satisfied in favor of
and to Buyer's complete satisfaction, as determined by Buyer at any time prior to the Closing,
Buyer shall be entitled to terminate this Agreement, whereupon all refundable monies deposited
by Buyer pursuant to this Agreement shall be returned to Buyer and monies rendered non-
refundable shall be remitted to Seller. Said return and/or release shall be initiated by Buyer's
written notice to Seller and Escrow Agent in accordance with Paragraph 15 and, within seven (7)
days thereafter, Escrow Agent shall disburse the Deposits pursuant to the previous sentence and
the parties hereto shall thereafter be released from any and all obligations under this Agreement.
The Closing Conditions are: (a)approval of the Property by any prospective tenant and/or assignee
of Buyer (the "Project"); (b) obtaining financing for the Project upon terms and conditions
acceptable to Buyer in Buyer's sole and absolute discretion; (c)acquiring all Approvals, including
the subdivision or lot split of Seller's parcel if required to create the Property; (d) availability and
adequacy of utilities, either public or private; (e) absence of wetlands, hazardous wastes, or other
adverse environmental or physical conditions; (f) annexation of the Property, if necessary; (g)
approval from applicable governmental authorities of full access to Rockfish Rd. from the Project;
and (h) acquiring any necessary easements.
Notwithstanding anything to the contrary contained in this Agreement,with respect to item
(e) contained in this Paragraph 7, in no event shall the Deposits be deemed nonrefundable until
such time Buyer has completed all of its environmental investigations as necessary to determine if
such Closing Condition has been satisfied, in its sole discretion.
8. Covenants of Seller.
(a) Seller, at its sole expense, shall deliver possession of the Property to Buyer at
Closing, free from any rights of possession of anyone whomsoever.
(b) From and after the Acceptance Date, Seller shall not: (i) suffer or permit any third
party to adversely affect Seller's title to or interest in the Property, and will not suffer or permit to
be created any exceptions to the title of the Property other than the Permitted Exceptions; or (ii)
enter into any contracts or agreements pertaining to the Property.
9. Representations and Warranties of Seller. In order to induce Buyer to enter into
this Agreement, Seller represents and warrants to Buyer that: (a) fee simple ownership of the
Property is vested solely in Seller and no other person or entity has any right,title, or interest in or
to the Property; (b) no proceedings of any type (including condemnation or similar proceedings),
to Seller's knowledge, are being contemplated against the Property or any part thereof; (c) the
Property is not subject to any leases (written or oral), unrecorded easements, options to purchase,
rights of first purchase or refusal, or any other agreement or contract to use, lease, or purchase the
Property; and (d) to the best of Seller's knowledge: (i) no hazardous substances have been stored
or used on the Property, and (ii) there are presently no hazardous substances in, on, or under the
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Property. All representations and warranties contained in this Paragraph 9 or elsewhere in this
Agreement shall be deemed remade as of Closing and shall survive Closing.
10. Provisions with Respect to Closing. On or before the date of Closing: (a) Seller
shall deliver to Escrow Agent(i) the Deed,(ii) all necessary executed state, county and municipal
real estate transfer declarations (if any), (iii) a"Seller's Affidavit", as required by the title insurer,
(iv) a "Non-Foreign Seller Affidavit", in compliance with Section 1445 of the Internal Revenue
Code, and (v), in the event Seller is a business entity, Seller's formation documents, incumbency
certificate, and evidence of authority to consummate this Agreement; and (b) Buyer shall deliver
to Escrow Agent the purchase price, less the Deposits and any other deductions permitted by this
Agreement. Provided that both parties have timely delivered to Escrow Agent the foregoing items,
the time provided for Closing in Paragraph 5 shall automatically extend for such time as the Escrow
Agent reasonably needs to complete the Closing process (e.g., filing of deeds or other documents,
obtaining governmental approval of legal descriptions, etc.).
11. Adjustments at Closing. Adjustments to the purchase price between Seller and
Buyer shall be made by Escrow Agent for the following items, prorated on a per diem basis as of
11:59 p.m. of the day preceding the date of Closing: (a) real estate taxes and other state or city
taxes,charges and assessments,not yet due and payable,on the basis of the calendar year for which
the same are levied or assessed (if the rate of any such taxes, charges or assessments shall not be
fixed before the date of the Closing, the adjustment thereof at the Closing shall be calculated in
accordance with local custom and there shall be no later re-prorations, or in the event the Property
is part of a larger tract owned by Seller and a separate tax bill will not be available at Closing for
the Property,then the Buyer and Seller agree to cooperate in good faith to enter into a post-closing
real estate tax proration agreement where the estimated amount of taxes will be held in escrow by
the Escrow Agent until such time as the tax bill becomes available);and(b)water and sewer rents,
fees, and charges with respect to the Property. Seller shall pay in full, by deduction from the
purchase price, any assessments, either general or special, whether material or immaterial, for
improvements completed prior to Closing, the amount of any stamp tax, state, county, or local
transfer tax, and similar fees imposed upon the conveyance of real property by applicable law,any
land use change tax or assessment, any rollback tax or other assessment due pursuant to any
agricultural property tax recoupment program, the cost of an owner's policy of title insurance in
the amount of the purchase price with respect to the Property, and one-half(1/2)of the escrow fee.
All other fees, recording costs, charges or expenses incidental to the sale and transfer of the
Property to Buyer, except as otherwise expressly provided herein, shall be paid according to the
custom of real estate transactions consummated in the county in which the Property is located, as
determined by Escrow Agent. All bills for utility services to the Property shall also be paid in full
•by Seller as of the Closing, and all such utility services shall be transferred by Seller into Buyer's
name.
12. Waiver. The exercise (or failure to exercise) of any one of Buyer's rights or
remedies under this Agreement shall not be deemed to be in lieu of, or a waiver of, any other right
or remedy contained herein or provided by law, except to the extent inconsistent herewith.
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13. Remedies.
(a) If Seller defaults in any of its obligations under this Agreement, then provided
Buyer is not in default hereunder(and provided Buyer has notified Seller of the specific nature of
the default and allowed Seller a ten (10) day period to cure such default (the"Remedy Period")),
Buyer may either: (i) declare this Agreement terminated, in which event all the Deposits shall be
returned to Buyer and thereafter all rights and obligations of the parties hereunder shall be
terminated; or (ii) enforce specific performance of Seller's obligations under this Agreement.
(b) If Buyer defaults in any of its obligations under this Agreement, then provided
Seller is not in default hereunder(and provided Seller has notified Buyer of the specific nature of
the default and allowed Buyer the Remedy Period),Seller may declare this Agreement terminated,
in which event the Deposits shall be forfeited to Seller as liquidated damages and as Seller's sole
and exclusive remedy, and all other rights and obligations of the parties hereunder shall be
terminated.
14. Commissions. Pursuant to the terms of a separate agreement between Seller and
Tre Vaughn of Bell Commercial ("Broker"), Seller shall pay at Closing any real estate brokerage
commission due Broker in connection with this transaction. Seller represents that it has not dealt
with any brokers other than Broker and hereby agrees to indemnify and hold Buyer harmless with
respect to any claim, including the cost of counsel fees, made by any other real estate broker in
connection herewith.
15. Notices. All notices, requests, waivers, and other communications under this
Agreement shall be in writing and shall be deemed properly served upon delivery (a) by hand; (b)
by sender to the applicable carrier if sent postage prepaid by United States Registered or Certified
Mail, Return Receipt Requested; (c) by sender to a nationally recognized overnight express mail
courier; or (d) by electronic transmission to the following email addresses or facsimile numbers
(with notification of receipt):
(a) If intended for Buyer: to Dearborn Land Investment, LLC, 14600 Detroit Avenue,
Suite 1500, Lakewood, Ohio 44107, Email: cofftermattrazarembaaroup.com, Facsimile Number:
[phone], Attn: Carrie Offtermatt, Director of Real Estate Transactions, with a copy to
Escrow Agent;
(b) If intended for Seller: to Elizabeth Jones,4440 Rockfish Rd., Raeford,NC 28376-
9480, Email: ElizabethJones a,Embargmail.com, with a copy to Escrow Agent;
or to such other addresses or facsimile numbers as Seller or Buyer shall have given notice of to the
other as herein provided.
16. Time Periods. Any time period provided for herein which shall end on a weekend or
legal holiday shall extend to 5:00 p.m. of the next business day.
17. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns.
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18. Assignment. Seller hereby agrees that Buyer may,at any time after the date hereof,
assign or otherwise transfer all of Buyer's right,title and interest in and to this Agreement.
19. Married Seller. If Seller is married, Seller's spouse shall also sign this Agreement
and join in the conveyance.
20. Escrow Agreement. Escrow Agent joins herein for the purpose of agreeing to serve
as Escrow Agent, subject to the provisions of this Agreement. By signing this Agreement, Seller
and Buyer agree that:
(a) in performing any of its duties hereunder, Escrow Agent shall not be liable for any
loss, costs or damage which it may incur as a result of serving as Escrow Agent, except to the extent
arising out of its willful default or gross negligence;
(b) Seller and Buyer shall each indemnify and hold harmless Escrow Agent against any
and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable
attorneys' fees and disbursements, which may be incurred by Escrow Agent in connection with its
serving as Escrow Agent hereunder,except to the extent resulting from Escrow Agent's willful default
or gross negligence in performing its obligations hereunder;
(c) in the event of dispute between any of the parties hereto, sufficient in the discretion of
Escrow Agent to justify its doing so, Escrow Agent shall be entitled to tender into the registry or
custody of any court of competent jurisdiction all money or property held by it under the terms of this
Agreement and to file such legal pleadings as it deems appropriate and upon receipt of said money or
property by such court,Escrow Agent shall be discharged from any and all further responsibility with
respect to this Agreement. Escrow Agent shall be entitled to withdraw from the Escrow Fund its
reasonable costs of filing such pleadings;
(d) the parties agree and acknowledge that the Escrow Agent has no liability in connection
with Deposit in the event of failure or insolvency of the financial institution in which the Deposit is
deposited; and
(e) in its capacity as Escrow Agent, Escrow Agent shall not be responsible for the
genuineness or validity of any security,instrument,document or item deposited with it,and shall have
no responsibility other than to faithfully follow the instructions contained herein, and it is fully
protected in acting in accordance with any written instrument given to it hereunder by any of the
parties hereto and believed by Escrow Agent to have been signed by the proper person. Escrow Agent
may assume that any person purporting to give any notice hereunder and representing that they have
authority to do so has been duly authorized to do so.
21. Original Agreement. The parties hereby agree that a facsimile or electronic mail
copy of this Agreement may be transmitted by either party and deemed an original for purposes
hereof.
22. Like Kind Exchange. Each party agrees to cooperate with the other, at the
requesting party's election (and at the requesting party's cost), in effecting a tax-deferred, like-
kind exchange with respect to the Property,pursuant to Section 1031 of the Internal Revenue Code
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of 1986, as amended.
IN WITNESS WHEREOF, the parties have executed this Agreement.
WITNESSES: SELLER:
ELIZABETH JONES
YWES
2/28/2023
Date:
(Spouse)
Date:
BUYER:
DEARBORN LAND INVESTMENT, LLC,
an Ohio limited liability company
Le i��/�.1 /(/�i�L-C '� By:
Name: ket-0 2 IeE2✓nL`Y Al Sulin
Akv di , ) Its: Vice President
Name: —Pied" figeO Date: Z 7 -_ 2 - 7-3
ESCROW ACKNOWLEDGEMENT
(with respect to Paragraph 20 hereof only):
CITY HOUSE TITLE LLC, AGENT FOR
FIDELITY NATIONAL TITLE INSURANCE
COMPANY
By: 1► Ri cvAa X ,
Marcya IVD. Bove. Esq.
P:\LEGAL\WPDATA\ACQ\2023\PA-NC\Elizabeth Jones(Raeford,NC)-02I023.docx
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EXHIBIT A
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Subject Property
of 2.12 ±Acres v Total Property
v` 5.66 ±Acres
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3.54 ±Acres
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Subject
Property
18166
KEY MAP
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