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REAL ESTATE CONTRACT

Purchase and Sale Agreement

REAL ESTATE CONTRACT | Document Parties: My Commission | Shaeffer Family, LLC | STANLEY MARTIN COMPANIES, INC | WEST END GROUP OF INVESTORS, LLC. You are currently viewing:
This Purchase and Sale Agreement involves

My Commission | Shaeffer Family, LLC | STANLEY MARTIN COMPANIES, INC | WEST END GROUP OF INVESTORS, LLC.

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Title: REAL ESTATE CONTRACT
Governing Law: West Virginia    

REAL ESTATE CONTRACT, Parties: my commission , shaeffer family  llc , stanley martin companies  inc , west end group of investors  llc.
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Exhibit 10.14

REAL ESTATE CONTRACT

THIS REAL ESTATE CONTRACT ("Contract") is made this 5th day of July, 2005

(the "Effective Date"), by and between The Shaeffer Family, L.L.C., a West

Virginia limited liability company, and WEST END GROUP OF INVESTORS, LLC, a WEST

Virginia limited liability company (hereinafter, collectively, "Seller") and

STANLEY MARTIN COMPANIES, INC., a Maryland corporation (hereinafter, "Buyer").

WITNESSETH:

WHEREAS, Seller is the owner of a certain parcel of unimproved real

property once known as the "Burns Property" located in Jefferson County, West

Virginia, described as Parcel ___, on Tax Map ____, containing, in the

aggregate, 151 acres, more or less, and more particularly described on Exhibit

"A" attached hereto and incorporated herein by this reference (said parcel, as

finally configured, together with all improvements, appurtenances, rights,

privileges, and easements benefiting, belonging or pertaining thereto, being

hereinafter referred to as the "Property"); and

WHEREAS, Seller desires to sell, and Buyer desires to purchase, the

Property in accordance with the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the foregoing recitals, and of the

covenants and undertakings provided for herein, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

parties hereto agree as follows:

1. AGREEMENT OF SALE AND PURCHASE. Seller agrees to sell and convey the

Property to Buyer, and Buyer agrees to purchase the Property from Seller, under

the terms and conditions set forth below.

2. PURCHASE PRICE. THE PURCHASE PRICE FOR THE PROPERTY (THE "PURCHASE

PRICE") SHALL BE FIFTEEN MILLION DOLLARS

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($15,000,000.00) PAID IN CASH, WIRED FUNDS OR BANK CERTIFIED CHECK ON THE

SETTLEMENT DATE LESS THE DEPOSIT TO BE POSTED WITH CONTRACT AS RECITED BELOW.

3. DEPOSIT.

3.1 Within five (5) business days following the Effective Date hereof,

Buyer shall deliver to The Law Offices of John McCormick, Attorney for Seller,

as Escrow Agent, with offices in Chapel Hill, North Carolina an initial deposit,

in the form of One hundred Thousand Dollars ($100,000.00) (Cash or Check) and a

promissory note in the amount of Four Hundred Thousand Dollars ($400,000.00)

(the "Note Deposit) (collectively, the "Initial Deposit"). Provided this

Contract is not earlier terminated in accordance with the terms contained

herein, within five (5) business days after the expiration of the Study Period,

Buyer shall then deliver to Escrow Agent its certified or cashier's check in the

amount of Four Hundred Thousand Dollars ($400,000.00) (the "Note Replacement

Deposit") (the Initial Deposit and the Note Replacement Deposit shall

hereinafter collectively be referred to as the "Deposit"). The Deposit shall be

immediately disbursed by Escrow Agent to Seller c/o The West End Group of

Investors, LLC, at which time Seller shall execute and deliver to Buyer in

recordable form deed of trust covering the Property (the "Deed of Trust") which

secures Seller's obligation to return to Buyer the Deposit in accordance with

the terms and conditions of this Contract. The Deed of Trust shall be in the

form attached hereto as Exhibit "B" and incorporated herein by reference. After

release of the Deposit to Seller by Escrow Agent, Seller shall be entitled to

hold, invest and otherwise utilize the Deposit in any manner in which Seller

elects, in its sole discretion, and any interest earned by Seller on the Deposit

shall be solely for the benefit of Seller. In the event any provision of this

Contract entitles Buyer to obtain the return of the Deposit, then Seller shall

return the Deposit to Buyer within ten (10) days after Seller's obligation to

return such Deposit

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arises. In the event that Seller fails to return the Deposit to Buyer within

such ten (10) day period, then interest shall thereafter accrue on the amount of

the Deposit at the rate of twelve percent (12%) per annum, prorated on a per

diem basis, for the time period commencing on the first (1st) day after the

expiration of such ten (10) day period and ending on the date that the Deposit

is received by Buyer. In addition, if the Deposit is not returned to Buyer

within such ten (10) day period, then Buyer shall be entitled to assert all

claims and causes of action which may be available to Buyer at law or in equity

in order to obtain the return of the Deposit, including (without limitation)

Buyer's right to exercise its remedies under the Deed of Trust. Upon the return

of the Deposit by Seller to Buyer pursuant to the terms and conditions of this

Contract, or upon any termination of this Contract for any reason which would

entitle Seller to retain the Deposit hereunder, Buyer shall promptly execute and

cause to be recorded among the County land records a release of the Deed of

Trust.

3.2 The Deposit, unless otherwise applied in accordance with the terms

of the Contract, shall be credited against the Purchase Price at settlement

hereunder (as defined in Section 5 below) as hereinafter set forth.

4. STUDY PERIOD, RIGHT OF ENTRY

4.1 Buyer is hereby granted the right, at its sole cost and expense,

during the term of this Contract, to enter upon the Property and to cause such

boring, engineering, environmental, water, percolation, absorption, storm sewer,

traffic, utilities, topographic, and/or other tests, investigations, market

studies and/or other studies as Buyer may determine to make. In the event that

any of such tests, investigations and/or studies indicate, in Buyer's sole

discretion, that Buyer's intended use of the Property would not be economically

feasible or otherwise prudent, then, and in that event, Buyer shall have the

right, at its option, at any time prior to the close of business on a day which

is forty-five (45) days following the Effective Date (the "Study Period"), to

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terminate this Contract by giving written notice to Seller, with a copy to the

Escrow Agent (in the manner specified in paragraph 17 hereof), whereupon, the

Initial Deposit together with the "NOTE" Deposit shall be returned to Buyer and

both parties shall be released from any further liability or obligation to each

other.

4.2 Buyer shall notify Seller prior to its entry onto the Property by

telephone (and if Seller is unavailable, a voice message shall be sufficient

notice) and shall be responsible for any damage which may result from such entry

onto the Property, and that of its agents, employees, engineers and contractors

("Related Parties"), and shall indemnify and hold Seller harmless from and

against any loss, arising out of, or with respect to, such entry by itself or

any Related Parties onto the Property. Buyer shall, at the conclusion of such

tests, restore the Property to substantially the condition that it was in prior

to such entry. This provision shall survive any termination of this Contract.

Prior to Buyer's entry onto the Property, Buyer shall provide Seller with

evidence reasonably satisfactory to Seller that Buyer has, in full force and

effect, a paid liability policy with coverage in an amount no less than One

Million Dollars ($1,000,000) per occurrence. Buyer shall, if so requested by

Seller, instruct its insurance carrier to name Seller as an additional insured

with respect to such policy and provide Seller with proof thereof.

4.3 In the event that Buyer terminates this Contract, Buyer shall

deliver to Seller, without warranty, at no cost to Seller, all results of the

engineering, environmental, marketing and other studies performed in connection

with, and all plans, agreements, approvals and permits secured for the Property,

provided, however, Buyer shall not deliver any proprietary information or

materials to Seller.

5. PAYMENT OF THE PURCHASE PRICE.

On the Settlement Date (as hereinafter provided for in Section 9),

Buyer shall pay the Purchase Price to Settlement Agent in cash, by certified or

cashier's

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check, or by wire transfer of immediately available funds. The Deposit shall be

credited against the Purchase Price payable at Settlement. Immediately upon

recordation of the special warranty deed conveying the Property to Buyer, which

recordation shall occur by close of business on the second business day after

the date on which Seller delivers the deed to Settlement Agent and satisfies all

related conditions of settlement provided for in this Contract (the

"Settlement"), Settlement Agent shall disburse to Seller the Purchase Price and

due to Seller less and except the Deposit and any closing costs required to be

paid by Seller in accordance with the terms hereof.

6. ENGINEERING DATA AND OTHER INFORMATION. Sketch Plan Approval was

obtained by the Ranson City Council on Monday, the 16th of May, 2005 and the

Seller agrees to deliver to the Buyer, within five (5) calendar days after the

Effective Date of this Contract, without warranty, and free of charge and cost

to the Buyer, copies of any and all engineering, application fees, environmental

and architectural reports and data, all plans, including, but not limited to

concept, preliminary, conservation and storm water management plans, copies of

permits, the most current title report or policy issued to Seller for the

Property, any surveys of the Property and current tax bills for the Property

(collectively the "Data") heretofore caused to be prepared or assembled with

respect to the Property, in Seller's possession or subject to its control.

Seller makes no representation or warranty about the accuracy, reliability or

completeness of the Data other than that Seller has no actual knowledge of any

material inaccuracy or error in such Data, except as Seller may disclose in

writing to Buyer simultaneously with the delivery of such Data to Buyer. Seller

hereby agrees to fully cooperate during the Study Period with all reasonable

requests by Buyer for documentation other than the Data related to the Property.

In the event that the Buyer does not purchase the Property, Buyer agrees to

return the Data received from Seller to Seller. PROVIDED THAT BUYER DOES NOT

TERMINATE THE CONTRACT PRIOR TO THE EXPIRATION

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OF THE STUDY PERIOD, BUYER SHALL AGREE TO ASSUME THE FINANCIAL OBLIGATIONS OF

THE ENGINEERING BEGINNING AT THE EXPIRATION OF THE STUDY PERIOD AND CONTINUE TO

PURSUE, WITH DUE DILIGENCE, FINAL SITE PLAN APPROVAL AS OF THE EXPIRATION OF THE

STUDY PERIOD. SUCH EFFORT AND COST SHALL BE AT BUYER'S EXPENSE. BUYER SHALL

CONTINUE TO USE THE SERVICES OF RESOURCE INTERNATIONAL, LTD OF ASHLAND, VIRGINIA

AND RANSON, WEST VIRGINIA. BUYER SHALL USE REASONABLE EFFORTS TO ENGAGE RESOURCE

INTERNATIONAL AND ENTER INTO A MUTUALLY AGREEABLE CONTRACT WITH RESOURCE

INTERNATIONAL DURING THE STUDY PERIOD.

7. TITLE. At Settlement, title to the Property is to be good of record and

in fact, fully marketable and insurable by a recognized title insurance company

of Buyer's selection authorized to do business in the State of West Virginia at

regular rates without exception, except for such matters which Buyer determines,

in its sole discretion, would not prevent, materially impair or materially

increase the cost of Buyer's intended development and construction on the

Property.

7.1 During the Study Period (the "Title Objection Period"), Buyer

shall examine the status of title to the Property. If the examination of title

discloses that title to the Property is not in a condition acceptable to Buyer,

in its sole discretion, Buyer shall have the right, at Buyer's option, (i) to

terminate this Contract prior to the expiration of the Title Objection Period

and receive a refund of the Initial Deposit, whereupon both parties shall be

relieved and discharged of any rights, liabilities or obligations hereunder, or

(ii) give notice to Seller of Buyer's title objections, as hereinafter set

forth.

7.2 In the event that title is not acceptable to Buyer, and Buyer

elects option (ii) in Paragraph 7.1 above, Buyer shall notify Seller of its

specific objections to title ("Buyer's Title Objections") within the Title

Objection Period. The failure of Buyer to notify Seller of Buyer's Title

Objections prior to the end of the Title Objection Period shall be deemed

approval of the state of the title to the Property and Buyer shall have

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no further right to object to the condition of title, except for matters arising

after the effective date of Buyer's title examination together with any

unacceptable matters which may be reflected on any survey of the Property

obtained by Buyer. Within ten (10) days after receipt of the Buyer's Title

Objections, Seller shall deliver written notice to Buyer identifying those

matters contained in the Buyer's Title Objections that Seller shall elect to

cure, or not to cure, prior to the Settlement Date ("Seller's Election"). If

Seller shall fail to deliver the Seller's Election within such ten (10) day

period, Seller shall be deemed to have elected not to cure Buyer's Title

Objections. If Seller shall elect not to cure any or all of Buyer's Title

Objections, Buyer shall, within ten (10) days after receiving Seller's Election,

or within twenty (20) days after delivery of Buyer's Title Objections, if no

such Seller's Election is received by Buyer, notify Seller as to whether Buyer

shall elect to (i) terminate this Contract and receive a refund of the Initial

Deposit, or (ii) waive its objections to those matters identified in Buyer's

Title Objections that Seller shall not have affirmatively elected to cure, in

which event such uncured title matters shall be deemed permitted exceptions to

title. If Buyer shall fail to deliver its written election to Seller within the

applicable period set forth in the preceding sentence, Buyer shall be deemed to

have elected option (ii) (waiver of objections) and shall have waived its right

to terminate this Contract pursuant to this Paragraph 7 on account of said

identified Buyer's Title Objections and the same shall be deemed permitted

exceptions to title. Seller covenants and agrees, at Seller's expense, to

promptly take such legal action, or make such payment, as shall be necessary to

cure such of Buyer's Title Objections as Seller shall have elected to cure by

the Settlement Date herein specified.

7.3 No later than the Settlement Date, Seller shall discharge and

release any liens, deeds of trust or other monetary encumbrances affecting the

Property, with the cash portion of the Purchase Price proceeds to be applied at

Settlement for this purpose, as necessary, and Buyer shall not be required to

designate

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such liens or monetary encumbrances as Buyer's Title Objections.

7.4 Following the Effective Date, Seller shall cooperate with Buyer to

create, modify, or release easements, rights-of-way, covenants, conditions or

restrictions with respect to the Property which the parties reasonably agree are

necessary or appropriate for the subdivision, development or use of the

Property. The recordation of any such instruments shall require the consent of

both parties, such consent not to be unreasonably withheld, conditioned or

delayed.

7.5. Following the Effective Date, Seller may not place new financing

liens against Property and modify existing financing liens, without the prior

written consent of Buyer. Any liens approved by Buyer shall be released by

payment to the lender of an amount not exceeding the cash portion of the

Purchase Price of the Property due to Seller at Settlement hereunder.

8. SETTLEMENT COSTS.

8.1 Buyer will order the examination of title and the preparation of

all necessary conveyance papers, and except as otherwise provided herein, Buyer

shall be responsible for all Settlement and title charges, and notary fees, if

any, and all other costs associated with Settlement. Seller and Buyer shall each

pay their own attorneys' fees with respect to this Contract. Seller shall pay a

reasonable fee, not to exceed One Hundred Dollars ($100.00), for services

rendered by Settlement Agent in connection with its performance of Settlement.

8.2 The payment of all normal transfer costs, including state and

local taxes, documenting stamps and the West Virginia Excise Tax on the

privilege of transferring real property shall be shared equally by Seller and

Buyer at Settlement hereunder.

9. SETTLEMENT.

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9.1 Settlement on the Property shall be held within thirty (30) days

following the date on which the Conditions to Settlement set forth in Paragraph

9.3. have been satisfied (the "Settlement Date") but, in any event, no later

then May 31, 2006, (the "Outside Settlement Date"). In the event the Conditions

to the Settlement have not been met by the Outside Settlement Date, then either:

(i) Buyer may waive the unsatisfied Condition or Conditions and proceed to the

Settlement, or (ii) Buyer may elect to terminate this Contract by written notice

to Seller, at which time the Deposit shall be returned to Buyer, whereupon the

parties shall be relieved and discharged of any rights and liabilities or

obligations hereunder except Buyer's obligation to restore the Property as set

forth in Section 4.3 above. Notwithstanding the foregoing, in the event that any

of the Conditions to Settlement set forth in Paragraph 9.3 have not been

satisfied in Buyer's sole discretion on or before the Outside Settlement Date,

then Buyer may extend the Outside Settlement Date for three (3) consecutive

extension periods of one (1) month each by delivering written notice of each

such extension to Seller on or before the then-applicable Outside Settlement

Date.

9.2 Settlement shall be held in the Law Offices of James Crawford,

Charles Town, West Virginia, or in another settlement agent's office in West

Virginia selected by Buyer, which agency shall act as "Settlement Agent". The

parties may tender its performance via federal express or other commercially

recognized overnight delivery service. Deposit with the Settlement Agent of the

Purchase Price due and payable at such Settlement, the special warranty deed of

conveyance, the assignment and indemnification agreement described in paragraph

21 below, and such other instruments as are required of either party by the

terms of this Contract, and delivery of possession of the Property free of any

tenancies or other possessory rights whatsoever other than the permitted

exceptions to title shall be considered good and sufficient tender of

performance of the terms hereof.

9.3 The obligation of Buyer under this Contract to proceed to

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Settlement under the terms prescribed herein is subject to the following

conditions precedent (the "Conditions to Settlement"):

(i) Title to the Property shall be in that condition required by

the provisions of Paragraph 7 hereof.

(ii) The representations and warranties of Seller set forth in

Paragraph 15 hereof shall be true and correct in all material respects as of the

Settlement Date.

(iii) The City of Ranson shall have approved the Final Site Plan

for the Property so that the Subdivision Plat is "Ready for Bonding" as more

particularly set forth in Paragraph 14.1 herein.

(iv) The Property shall be free of tenants or occupants.

(v) Completion of the Storm Water Management Basin.

(vi) The parties hereby acknowledge that certain off-site

easements may be required in order for Buyer to develop the Property in an

orderly and governmentally-approved manner in accordance with the Plan and

Subdivision Plat. Therefore, this Contract shall be subject to (a) Buyer

obtaining all such necessary (as determined by Buyer in Buyer's reasonable

discretion) off-site easements that are required by applicable governmental

authorities and are essential to develop a residential community, including

retail establishments, on the Property in accordance with Buyer's intended

development plans and (b) such easements being obtained and recorded among the

applicable land records prior to the Settlement Date. If this condition is not

satisfied on or before the Outside Closing Date (as the Outside Closing Date may

be extended by Buyer pursuant to Paragraph 6 below), Buyer, at its option, may

either (i) terminate this Contract by delivery of written notice to Seller by

the Outside Closing Date, in which event the Deposit shall be returned to Buyer

and the

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parties shall have no further rights or obligations under this Contract, or (ii)

waive such contingency and proceed to Settlement.

(vii) On the Settlement Date, no action (such as the imposition

of a sewer, water or building moratorium) shall have been taken or shall have

been publicly announced to be taken or threatened to be taken by any applicable

governmental authority which would materially and adversely affect obtaining

building or occupancy permits or the installation of water and sewer facilities

or other utilities to serve the houses and other improvements to be constructed

on the Property, or which materially and adversely changes the procedures or

extends the period for obtaining such permits or facilities or in any other

manner prevents or materially delays construction of Buyer's intended

improvements on the Property or prevents or materially delays such dwellings and

other improvements from being effectively connected to a private or public sewer

and water system or other private or public utilities.

9.4 Seller shall deliver or cause to be delivered to the Settlement

Agent on the Settlement Date an affidavit executed by the Seller, under penalty

of perjury, stating Seller's United States Taxpayer Identification Number and

further stating that Seller is not a foreign person, as that term is defined and

as required in accordance with the Internal Revenue Code Section 1445, and such

other customary and reasonable documents as the Settlement Agent and/or Buyer's

title company may require.

10. ADJUSTMENTS. Taxes, general and special, are to be adjusted to

Settlement Date, according to a statement of taxes issued by the collector of

taxes. Annual benefit charges and assessments, if any, payable on an annual

basis are to be adjusted to the Settlement Date and, thereafter, assumed by

Buyer.

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11. DEFAULT.

11.1 If Seller wrongfully fails to settle on the Property, and Buyer

is ready, willing and able to perform, or if Seller shall otherwise default or

breach any of the provisions of this Contract, then, provided Buyer has provided

to Seller, in accordance with the provisions of Paragraph 17, written notice

from Buyer specifying the nature of the


 
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