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Exhibit 10.05
Westminster Homes
A Washington Homes Company
August 3, 1999
VIA FACSIMILE & FIRST CLASS MAIL
Xxxxxxx Development, LLC
Mr. Xxxx Xxxxxxx
000 Xxxxxxx Xxxxxx Xxxxx
Xxxx, Xxxxx Xxxxxxxx 00000
Re: Approximately 150 +/- Multi-Family lots located at Falls of River in Wake
County, Raleigh North Carolina (the "Property")
Dear Xx. Xxxxxxx:
Westminster Homes, Inc. (the "Purchaser") is interested in purchasing the
above referenced Property from Xxxxx X. Xxxxxxx or its affiliate (the
"Seller"). This letter is intended to confirm its interest and to set forth
below general terms and conditions to be included in a Lot Purchase Agreement
between the parties (the "Agreement").
1. Purchase Price: The purchase price shall be Forty Thousand ($40,000) per
"Fully Finished" buildable lot, (the "Lot(s)"). The Purchase price shall
escalate at the rate of 6% per annum commencing on one hundred eighty (180)
days after the first takedown.
2. Takedown: The initial, closing of 10 Lots (the "Initial Closing") shall
occur within thirty (30) days of Seller's satisfaction of the Conditions to
Closing (hereinafter defined). The remainder of the Lots will be settled upon
at a rate of 8 per quarter commencing one hundred eighty (180) days after the
Initial Closing and continuing thereafter until all Lots are purchased.
Purchaser reserves the right to accelerate the Takedown schedule.
3. Brokerage: Neither the Purchaser nor the Seller has been represented by a
broker or real estate agent.
4. Terms: All cash at respective settlements.
5. Deposit: Within ten (10) business days of ratification of the Agreement,
Purchaser shall deposit the amount of One Hundred Thousand Dollars
($100,000.00) with an. escrow agent designated by Purchaser.
6. Feasibility Study Period: The Purchaser shall have a period of sixty (60)
days from execution of the Agreement, in which to evaluate the Property for
its intended use, conduct tests and studies of the Property, and obtain the
required corporate approval. In the event that Purchaser does not proceed with
the Agreement in its sole and absolute discretion, the initial deposit of One
Hundred Thousand Dollars ($100,000.00) shall be immediately returned to
Purchaser and a copy of the Purchaser's proposed site plan wi1l be forwarded
to the Seller.
7. Conditions to Closing: (i) Title to the "Property" shall be good and
marketable, without defects or restrictions that would interfere with
Purchaser's construction and sale of single family homes, (ii) installation of
base course asphalt (iii) installation of utilities including water, sewer,
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electric, telephone and gas (iv) receipt of building permits (v) zoning and
site plan approval, and (vi) satisfaction of any proffers (or other
restrictions), by Seller.
8. Costs: Transfer and recordation taxes to be paid equally by Xxxxxxxxx and
Seller. Agricultural transfer tax, if any, shall be paid by Seller. The
Purchaser shall pay the impact fees required to be paid at building permit.
9. Data/Plans: Within five (5) days of execution of this letter agreement,
Seller shall deliver to Purchaser, at no charge to Purchaser for the use
thereof, copies of all architectural, engineering, appraisal and marketing
data and/or plans and a Phase I Environmental study caused to be prepared in
connection with the Property.
10. Fully Finished: It is expressly understood by the parties hereto that
Purchaser's intent to purchase is based on the Lots being sold on a "Fully
Finished" basis. Fully Finished shall mean that the building pads shall be on
grade and all site, utility and development work, will be done by the Seller
at its cost and that no other work, other than house construction, foundation
plantings and installation of leadwalks shall be required of Purchaser.
11. Development Schedule: Seller shall complete the work as to a number of
lots sufficient to enable the initial settlement by following the execution
of this letter agreement, and shall thereafter complete such work as to
additional lots such as will enable buyer to meet its closing obligations,
specific in Section 3 of this letter.
Assuming the foregoing meets with your approval, please sign and return to my
office the enclosed copy of this letter no later than August 30th , 1999 so
that we may instruct our attorney to prepare the Agreement which will be based
on the foregoing basic business terms.
In light of the considerable expense we will be undertaking in connection with
the Agreement, your signature hereto indicates your binding agreement not to
offer the Property or any part thereof for sale to others and to negotiate the
Agreement on the terms and conditions set forth herein in good faith.
Sincerely,
WESTMINSTER HOMES, INC.
/S/Xxxxxx Xxxxxx Date: 8/3/99
Vice President
Accepted and agreed to:
Xxxxxxx Development, LLC
By:/S/ Date: 8/3/99
Xxxxx Xxxx Xxxxxxx
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Westminster Homes
A Washington Homes Company
August 3, 1999
VIA FACSIMILE & FIRST CLASS MAIL
Xxxxxxx Development, LLC
Mr. Xxxx Xxxxxxx
000 Xxxxxxx Xxxxxx Xxxxx
Xxxx, Xxxxx Xxxxxxxx 00000
Re: Approximately 175 +/- Single Family lots located at Falls of River in
Wake County, Raleigh North Carolina (the "Property")
Dear Xx. Xxxxxxx:
Westminster Homes, Inc. (the "Purchaser") is interested in purchasing the
above referenced Property from Xxxxx X. Xxxxxxx or its affiliate (the
"Seller"). This letter is intended to confirm its interest and to set forth
below general terms and conditions to be included in a Lot Purchase Agreement
between the parties (the "Agreement").
1. Purchase Price: The purchase price shall be Sixty-five Thousand ($65,000)
per "Fully Finished" buildable lot, (the "Lot(s)"). The Purchase price shall
escalate at the rate of 6% per annum commencing on hundred eighty (180) days
after the first takedown.
2. Takedown: The initial closing of 10 Lots (the "Initial Closing") shall
occur within thirty (30) days of Seller's satisfaction of the Conditions to
Closing (hereinafter defined). The remainder of the Lots will be settled upon
at a rate of 8 per quarter commencing one hundred eighty (180) days after the
Initial Closing and continuing thereafter until all Lots are purchased.
Purchaser reserves the right to accelerate the Takedown schedule.
3. Brokerage: Neither the Purchaser nor the Seller has been represented by a
broker or real estate agent.
4. Terms: All cash at respective settlements.
5. Deposit: Within ten (10) business days of ratification of the Agreement,
Purchaser shall deposit the amount of One Hundred Thousand Dollars
($100,000.00) with an escrow agent designated by Purchaser.
6. Feasibility Study Period: The Purchaser shall have a period of sixty (60)
days from execution of the Agreement, in which to evaluate the Property for
its intended use, conduct tests and .studies of the Property, and obtain the
required corporate approval. In the event that Purchaser does not proceed with
the Agreement in its sole and absolute discretion, the initial deposit of One
Hundred Thousand Dollars ($100,000.00) shall be immediately returned to
Purchaser and a copy of the Purchaser's proposed site plan will be forwarded
to the Seller.
7. Conditions to Closing: (i) Title to the 'Property" shall be good and
marketable, without defects or restrictions that would interfere with
Purchaser's construction and sale of single family homes, (ii) installation of
base course asphalt (iii) installation of utilities including water, sewer,
electric, telephone and gas (iv) receipt of building permits (v) zoning and
site plan approval, arid (vi) satisfaction of any proffers (or other
restrictions), by Seller.
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8. Costs: Transfer and recordation taxes to be paid equally by Xxxxxxxxx and
Seller. Agricultural transfer tax, if any, shall be paid be Seller. The
Purchaser shall pay the impact fees required to be paid at building permit.
9. Data/Plans: Within five (5) days of execution of this letter agreement,
Seller shall deliver to Purchaser, at no charge to Purchaser for the use
thereof, copies of all architectural, engineering, appraisal and marketing
data and/or plans and a Phase I Environmental study caused to be prepared in
connection with the Property.
10. Fully Finished: It is expressly understood by the parties hereto that
Purchaser's intent to purchase is based on the Lots being sold on a "Fully
Finished" basis. Fully Finished shall mean that the building pads shall be on
grade and all site, utility and development work, will be done by the Seller
at its cost and that no other work, other than house construction, foundation
plantings and installation of leadwalks shall be required of Purchaser.
11. Development Schedule: Seller shall complete the work as to a number of
lots sufficient to enable the initial settlement by following the execution of
this letter agreement, and shall thereafter complete such work as to
additional lots such as will enable buyer to meet its closing obligations,
specific in Section 3 of this letter.
Assuming the foregoing meets with your approval, please sign and return to my
office the enclosed copy of this letter no later than August 30th, 1999 so
that we may instruct our attorney to prepare the Agreement which will be based
on the foregoing basic business terms.
In light of the considerable expense we will be undertaking in connection with
the Agreement, your signature hereto indicates your binding agreement not to
offer the Property or any part thereof for sale to others and to negotiate the
Agreement on the terms and conditions set forth herein in good faith.
Sincerely,
WESTMINSTER HOMES, INC.
/S/ Xxxxxx Xxxxxx Date: 8/3/99
Vice President
Accepted and agreed to:
Xxxxxxx Development, LLC
By: /S/ Date: 8/3/99
Xxxxx Xxxx Xxxxxxx
Title: President
