PURCHASE AND SALE AGREEMENT
This agreement to purchase and sell real property is made by and between:
SELLER - Xxxxxxx X. Xxxxxx DBA Xxxxxxxx X. Xxxxxx Inc. ("Seller") of 000 Xxxxx
Xxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000.
BUYER - Homes For America Holdings, Inc. ("Buyer") of 000-0 Xxxx 000xx Xxxxxx,
Xxxxxxxxx, Xxx Xxxx 00000.
PROPERTY DESCRIPTION
Property consists of approximately 39 1/2 acres, with improvements thereon,
located at Ivy Street and Brushy Plain Road, in Branford, CT, as shown on a map
prepared by Xxxxxxx X. Xxxxxxxxxx, Xx., Surveyor, entitled "Map Showing Xxxxxx
Property" dated April 14, 1998, and includes both property presently owned by
Seller, as listed in part on Schedule A, attached, and additional property, n/f
Xxxxxxx Xxxxxx, to be purchased by Seller and then included as part of the
property to be transferred under this agreement. If Seller fails to purchase
such additional property, this agreement shall apply to property presently owned
by Seller, and Purchase Price shall be reduced by twenty thousand dollars
($20,000).
PARTIES INTENT
It is the intention of the parties that Buyer shall, at Buyer's sole expense,
prepare architectural and engineering drawings, together with such wetland
studies, traffic studies, drainage studies, environmental studies and the like
as may be required by governmental authorities, so as to gain approvals for the
construction of an assisted living facility, and/or other improvements as may be
of the highest and best use for the property.
PURCHASE PRICE:ORIGINAL TYPE CROSSED OUT - $1,150,000 (One million one hundred
fifty thousand dollars)
HANDWRITTEN REVISION - $1,050,000 (One million fifty thousand dollars)
s/s W.C.M.
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HANDWRITTEN REVISION - Both parties agree to reduce purchase
price by 100,000 - in consideration Xxxxxxx Xxxxxx will retain
ownership of 15A and 00X Xxxxxx Xxxxx Xxxx.
s/s Xxxxxxx Xxxxxx
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TERMS OF PAYMENT
1. Initial deposit: 10,000 shares of stock in Homes For America
Holdings, Inc.
2. At closing: $640,000 (Sic hundred forty thousand dollars)
3. Balance of five hundred thousand dollars ($500,000.00) to be
secured by a first mortgage on the property, and to be paid within one
year of closing, or upon any change of title to the property, or upon
any construction financing on the property, whichever occurs earlier.
4. Pro-rata portion of any Markup upon receipt of same by Buyer.
TERMS AND CONDITIONS
1. Zoning and Building Permit - This agreement is subject to Buyer obtaining
approvals for construction as above, and a finding by Buyer of no hazardous
substances on the premises.
2. Buyer agrees to proceed diligently to make any surveys, maps, environmental
services, architectural and engineering drawings, Zoning and/or Wetland
Applications and the like as maybe required to expeditiously obtain
approvals as above from the town of Branford.
3. Closing - to be within 60 days of Buyers obtaining approvals as above.
4. Time is not of the essence in this agreement.
5. If Buyer is unable to obtain the above approvals, Buyer shall have the
option to close without the approvals, or to forfeit the deposit, and
neither party shall then have further claim against the other.
6. If so terminated by Buyer, Buyer shall forfeit deposit and turn over to
Seller reproducible copies of all maps, surveys, drawings, studies and the
like prepared to obtain the approvals as above, and neither party shall
then have further claim against the other.
7. Seller agrees to cooperate in Buyer's efforts to gain approvals, and to
execute such documents as may be required of Seller in such approval
procedures, and allow Buyer's agents to enter onto property at reasonable
times and intervals to make measurements or tests.
8. If Seller fails to close through no fault of Buyer, Seller shall be
subject to demand for specific performance.
ASSIGNMENT - This agreement is assignable by either party.
s/s Xxxxxxx X. Xxxxxx
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TITLE - Seller shall provide a fee simple title by general warranty deed in
marketable form.
PRORATION - Taxes, assessments shall be adjusted and prorated at closing(s) in
accordance with local custom
BROKER - Seller shall pay any real estate brokerage commissions as he may have
agreed to:
$50,000 (Fifty thousand dollars) due to: Xxxx Xxxxxxxx
Xxxxxx Associates
00 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxx
Agreed as above
BUYER SELLER
Xxxxxx X. XxxXxxxxxx Xxxxxxx X. Xxxxxx
By: s/s Xxxxxx X. XxxXxxxxxx By: s/s Xxxxxxx X. Xxxxxx 8/31/98
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C.E.O. Date President Date
Homes For America Holdings, Inc. Xxxxxxxx X. Xxxxxx, Inc.
s/s Xxxxxxxx X. Inc.
s/s Xxxxxxx X. Xxxxxx - Pres.
8/31/98
WITNESS FOR SELLER
s/s Xxxx Xxxxxxxx 8/31/98
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Xxxx Xxxxxxxx Date
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Schedule A
As part of Purchase and Sale Agreement by and between:
SELLER - Xxxxxxxx X. Xxxxxx, Inc., of 000 Xxxxx Xxx Xxxxxx, Xxxxxxxx, 00000
BUYER - Aztec Realty LLC of 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 0000
Properties to be sold and purchased under this agreement are included in, but
not limited to, the following list:
0 Xxxxxx Xxxxx Xxxx
000 Xxx Xxxxxx
00 Xxxxxx Xxxxx Xxxx
0 Xxxxxx Xxxxx Xxxx
000 Xxx Xxxxxx
000 Xxx Xxxxxx
000 Xxx Xxxxxx
000 Xxx Xxxxxx
00 Xxxxxx Xxxxx Xxxx
ORIGINAL TYPE CROSSED OUT - 00 Xxxxxx Xxxxx Xxxx
31 Brushy Plain Road
HANDWRITTEN REVISION - Both parties agree to delete these two properties for
consideration of a one hundred thousand reduction in sales price (from
$1,150,000 to $1,050,000)
s/s Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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