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HomeMy WebLinkAboutZMA198500033 Ownership Documents 1985-06-04 THIS l'c)NTRAC'I' c)F PUk( IIASE made this 4th day ot June , 1 481) , by and b t weep EARLYSV I I.I,E I"URES'l' LANI) TRUST ( "Buyer" ) and MARY H. LUPTON and TIHUMAS U. LIII.''l'ON , her husband ( "Sellers" ) . W I T N E S S E T H : 1 . Purchase and Sale . Sellers agree to sell and Buyer agrees to buy that tract or parcel of unimproved real property situate in Albemarle County , Virginia , with all appurtenances thereto pertaining, more particularly described as 119 acres , being a tract containing 10 acres , more or less , the metes and hounds of which are described in a deed dated November 1 , 1886 , recorded in the. Clerk ' s Office of the Circuit Court A Albemarle County, Virginia, in Deed Book 87 , page 175 , and tieing the same property conveyed to Sellers by deed dated March 27 , 1943 , recorded in Deed Book 256 , page 464 , and a tract containing approximately 109 acres fronting on State Route 743 and being that property shown on an undated "Preliminary Layout" of "Forest Run" prepared by E. I . Design Associates as containing Lots 133 through 155 . Said last-mentioned tract is a portion of the property conveyed to Mary H. Wiley (now Mary H. Lupton ) , et al . by deed dated December 20 , 1944 , of record as aforesaid in Deed Book 261 , page 522 . Nothwithstanding the above recital that the property which is the subject of this Contract comprises 119 acres , the parties believe that an accurate survey will disclose that the property comprises 109 acres , more or less . 2 . Purchase Price . The purchase price for the pro- peLty herein described is 41111111101. The purchase price will be reduced in the event the subject tract is approved by applicable governmental authorities for less than 100 single family haildahle lots , on the basis of 111111111 per lot for each lot less than 100 which is approved as buildable . The purchase price shall be paid as follows: ( a) arallrff.cash at the closing; and ( h) 4111111111111 (subject to the adjustments men- tioned above) by a deferred purchase money note , secured by a first lien deed of trust against the subject property. Said note shall hear interest at the Federal Land Hank first mortgage loan rate, and shall he payable semi-annually. The Trustee of Buyer shall have no personal liability under this contract nor under said deferred purchase money note . The interest rate for the first year shall be the Federal Land Bank first mortgage rate in effect at the time of closing, and said rate shall be adjusted each anniversary date of the date of the deferred purchase money note. Principal payments shall be payable in 5 equal annual installments of SIIIMMIMOOMP (or 20% of the original principal amount of said note, whichever is less ) with the first principal payment due one year after closing. Payment of the deferred purchase money note referred to in (b) above shall be secured by the lien of a deferred purchase money deed of trust, which lien shall be superior to all other liens except as hereinafter provided, and shall be prepared and x recorded at Buyer's expense. Buyer shall have the right to pre- pay any portion or all of the 4011111111111P note provided that no payments in any calendar year, including payment of regular annual principal installments, shall exceed 30% of the original purchase price. The deferred purchase money deed of trust shall be subordinated, upon the request of the Buyer, to a deed or deeds of trust securing the payment of land improvement loans, to the extent the proceeds of such land improvement loans are invested in roads, wells, utilities, and the like, upon the subject property. Such subordinati all ?be on a "phase by phase" basis, with references to the final, approved and recorded sub- division plat or plats. There shall be no obligation on the Sellers to subordinate to an improvement loan ;,;fin any phase until such time as 75% of the portion of their debt allocated to a prior phase has been paid, Allocation for that purpose shall be determined by applying.w.av,:$ l.i000 .00 value to each lot in a phase. For example, Pha; e 1 Kith 27' lots at $4,000 .00 per lot = $108 ,000 .00 allocated to Phase I. Until such time as Sellers are paid 75% x $108 ,000 .00 = $81 ,000 .00 in principal -2- payments , exclusive of the cash paid, at closing they shall have no obligation to subordinate their deed of trust to an improve- ment loan on Phase II . It is the understanding of the parties that the lien of the deferred purchase money deed of trust will be subordinated to the lien of a land improvement deed of trust or deeds of trust only in that phase or those phases of the final subdivision in which the proceeds of the land improvement loan or loans is or are invested. Development of roads and the like shall be done on a "phase by phase" basis , as phases are shown on the final subdivision plat. Furthermore , the obligation to subordinate shall apply only to land improvement loans which con- tain disbursement provisions subject to the approval of Sellers . Sellers hereby approve Southern Title Insurance Corporation, or such other title insurance company as may offer similar services , as disbursement agent for land improvement loans . The lien of the deferred purchase money deed of trust shall be released as to any land shown on. any final recorded sub- division plat of the subject property upon payment of a release fee of $4,000 .00 per platted residential lot (each to ue approxi- mately one (1 ) acre , more or less) . For purposes of the subor- dination provision contained in the preceding paragraph, it is the understanding of the parties that the actual lot numbers and sizes in any particular phase may vary from those shown on the Layout, and the preceding paragraph is to be used as an example of the formula to be used in determining the requirement of subordination. Such $4 ,000 .00 release fees shall be applied first to payment of interest and then to curtail of the next-due principal installment. In the event Buyer wishes to release property requirin(J in excess of 30% of the original purchase price in any calendar year, Sellers agree to the use of substitution of collateral so long as Sellers are not deemed to have constructively received the money for tax purposes. By definition cash on deposit, cer- tificates of deposit, and/or savings certificates of any savings and loan association or bank located in the United States of -3- • e, America insured by F. D. I .C. or F.S. L. I .C. shall be approved collateral . If substitution is made , the collateral shall be held in the name of the Trustees who shall hold it as security to secure the payment of the deferred purchase money note . The =,- substitution shall in no way relieve Buyer of its responsibility for the payment of principal and interest; however, the substituted collateral may be used for regularly maturing payments of either interest or principal that may become due. The deferred purchase money deed of trust shall be released, without payment of any release fee, upon recordation of a final subdivision plat or plats of all or any portion or por- tions of the subject property, as to any dedicated roads , well lots and recreation areas shown on said plat or plats , ( i .e. , everything except platted lots ) , as may be required by the County of Albemarle for plat approval and recordation. All payments in respect of deferred purchase money shall be deemed made when deliverd to Richmond & Fishburne, Esquires, counsel for Sellers. Subordination and release deed or deeds shall be signed by the Trustees of the deferred purchase money deed of trust, without the necessity for joinder by the Sellers or the noteholder, upon delivery of the necessary release fee(s ) to Richmond & Fishburne, Esquires . 3 . Contingencies . This contract is subject (at the Buyer ' s sole option) to the following conditions being satisfied as of the times ,indicated: (a) Within thirty days of the date of this contract, or such longer reasonable time -- not to exceed ninety days -- as may be required because of weather conditions , the Buyer shall have obtained - tat , its sole expense and risk ) a favorable soil analysis which 'indicates that septic tanks and fields can be installed, in a manner acceptable to the Health �.x Department, to serve a subdivision of between 67 and 100 residences; (b) Within thirty days of the date of this contract, or such longer reasonable time -- not to exceed ninety -4 f days -- as may be required because of weather conditions , the Buyer shall have obtained (at its sole expense and risk ) a favorable wellwater availability report, acceptable to Buyer; and_, (c) Within six months of the date of the signing of this contract , the Buyer shall '' toe satisfied that zoning and other land use regulations then .in effect permit the subject pro-_ perty to be used for the construction and sale of at least 67 , single family residential housing units . In the event that at least 67 single family residential housing lots cannot be developed from the subject property, this contract shall be null and void and all parties shall be relieved of all obligations hereunder. However, Buyer will use its best efforts to obtain all necessary governmental approvals for 100 such lots . (d) Buyer shall have- thirty days from the date of this contract to have the title to the property examined. In the absence of any written notice by the Buyer within said thirty day period, Buyer shall not thereafter have the right to terminate the contract on account of any claim tnat title to cne property is defective, unless there be a subsequent change in the status of the title prior to closing date which would make the title defective. In the event of any such subsequent defect in title to said property which cannot be. eliminated by closing date, either party, at its option, may terminate this contract, in which case the earnest money deposit shall be refunded to Buyer. In the event any one or more of the conditions contained in Paragraphs (a) , (b) and (c ) herein is not satisfied as of the time specified, Buyer may void this contract by giving written notice of such action to the Sellers, in which event Buyer' s earnest money deposit will be refunded. • 4 . Closing and Possession. Unless this contract is sooner voided by Buyer, closing and transfer of possession to the it Buyer shall take place not later than thirty ( 30 ) days from the date on which Buyer receives all •necessary governmental approvals (referred to herein) for the proposed subdivision. Settlement 4=. -5- • shall be made at the offices of Richmond & Fishburne , 0 Court Square, Charlottesville, Virginia. At the closing, the Sellers shall pay any recoupment of land use taxes owed to the County of Albemarle as a result of this transfer or the use contemplated hereby. Sellers shall pay the usual grantor' s deed tax. The usual prorations of current taxes, insurance ( if any) and the like shall be made. 5 . Title. Sellers agree to convey the property to Buyer by deed containing GENERAL WARRANTY and the ENGLISH COVENANTS OF TITLE. Title to the property shall be free of all liens of every kind and description, choate and inchoate , and shall be good and marketable as well as insurable except that it shall be conveyed subject to easements, conditions , restrictions, and reservations contained in duly recorded deeds, plats and other instruments constituting constructive notice in the chain of title to the property which have not expired by limitation of time or have not otherwise become ineffective, which do not unreasonably limit the contemplated use of the property for single family residential lots. 6 . Risk of Loss. All risk of loss or damage to the property from any cause is assumed by Sellers until closing. 7 . Access to Premises. Buyer, his agents and employees have permission to enter and go upon the subject „,, property prior to closing to draw plans , make studies and tests, do survey work, etc. 8 . Realtors. No real, estate commissions are due with respect to this transaction. S. Daley Craig, a beneficiary of Buyer, is a licensed real estate broker. 9 . Notices. All notices required or permitted by this contract shall be in writing, delivered in person or sent by certified mail (postage prepaid) , and shall be effective when so given if addressed or delivered as , specified below: - If to the Sellers: c/o Richmond & Fishburne 0 Court Square Charlottesville, Virginia 22901 -6- , If to the Buyer: , c/o George H. Gilliam, Trustee Post Office Box 2737 Charlottesville , Virginia 22902 10 . Entire Agreement. This writing sets forth the entire understanding of the parties and there are no extrinsic agreements . WITNESS the following signatures and seals . // �'7-� ' ��' l s (SEAL) Miry Lupton( Day) J ay))( ; ( � I:( 1 (SEAL) Thomas G. tuptot� EARLYSV LE FORES LAND TRUST B : /1 , • Fize,h— Y C Trustee -7-