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 This Real Estate Purchase and Sale Agreement involves

Neighborhoods I, LLC | Stanley-Martin Woodlands, LLC | Woodland Properties, LLC

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Date: 12/20/2005

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Exhibit 10.9



THIS LOT PURCHASE AGREEMENT (this "Agreement") is made as of the Effective

Date (hereinafter defined) by and between RENAISSANCE AT WOODLANDS, LLC, a

Virginia limited liability company, hereinafter called "Seller," and

NEIGHBORHOODS I, LLC, a Virginia limited liability company, hereinafter called



WHEREAS, Seller is the owner of certain property located in Loudoun County

(the "County"), Virginia, to be recorded among the Plat Records of Loudoun

County in the subdivision known as Woodland Village, as more fully shown and

designated for single family home construction on the attached Exhibit "A" (said

property being hereinafter referred to as the "Property"); and

WHEREAS, Purchaser wishes to acquire the single family lots set forth on

SCHEDULE 1 attached hereto (the "Lots"), which lots will be duly and properly

subdivided and created upon the Property as shown on the attached Exhibit "A."

NOW, THEREFORE, in consideration of the premises and of the promises

hereinafter set forth, the parties agree as follows:

1. Bargain and Sale.

Seller hereby promises and agrees to sell, and Purchaser hereby promises

and agrees to purchase, the Lots in accordance with the provisions of this


2. Specific Performance.

Purchaser acknowledges that Seller, in reliance upon Purchaser's agreements

and undertakings hereunder, has made certain financial and other commitments to

third parties. Accordingly, the parties agree that in the event of a breach by

Purchaser of its obligations hereunder, Seller shall have a right of specific

performance to require Purchaser to purchase and acquire, on the terms and

conditions hereinafter set forth, three (3) of the Lots. The foregoing equitable

remedy shall be Seller's sole remedy in the event of Purchaser's breach of its

obligations hereunder.

3. Purchase Price.

The purchase price for the Lots shall be as set forth on SCHEDULE 1

attached hereto (the "Purchase Price").

4. Payment of Purchase Price.

The Purchase Price for each Lot purchased hereunder shall be paid in cash,

by wire transfer, title company check, or certified funds or the equivalent at

closing thereon.


5. Closing.

Commencing with the first take down of lots (other than the Model Lot)

under the Lot Purchase Agreement for the Executive Lots, Purchaser agrees to

take down eight (8) Lots per "Quarter" (as defined below). If in any Quarter

purchases exceed the then required takedown schedule, Purchaser shall be given a

credit for such Lots against the next required takedown schedule. Purchaser

reserves the right to accelerate the takedown schedule, subject to the

availability of Lots. The sequence of Lot takedowns shall be agreed upon by

Seller and Purchaser. Modifications to the sequence and/or the takedown schedule

must be agreed upon by both Seller and Purchaser. Notwithstanding the foregoing

and after the 17th Lot has been purchased, Purchaser shall have the right,

exercisable in Purchaser's sole discretion by giving Seller not less than ten

(10) days prior written notice, to delay a scheduled takedown for a period of

ninety (90) days, in which event all subsequent takedowns shall occur ninety

(90) days after the date originally scheduled for such takedowns. Following the

exercise of the foregoing deferral right, provided Purchaser has subsequently

satisfied the quarterly takedown obligation for not less than three (3)

consecutive quarters, Purchaser shall have an additional one-time right,

exercisable in Purchaser's sole discretion by giving Seller not less than ten

(10) days prior written notice, to delay a scheduled takedown for a period of

ninety (90) days, in which event all subsequent takedowns shall occur ninety

(90) days after the date originally scheduled for such takedown.

a. "Quarter" as used herein shall mean ninety (90) day periods.

b. The Purchase Price for each Lot shall be increased at the rate of

one and one-half percent (1-1/2%) per Quarter. Said increase shall commence one

hundred eighty (180) days after the latter of (1) the date of the Model Lot

takedown per the Lot Purchase Agreement for the Executive Lots and (2) the date

of the Model Lot takedown per the Lot Purchase Agreement for the Estate Lots. In

the event Seller has not completed its obligations under this Agreement and is

unable to deliver finished Lots to satisfy Purchaser's take-down obligations,

and closing is delayed as a result thereof, the Purchase Price shall be the

amount Purchaser would have paid had the closing not been delayed, and increases

as above shall be abated accordingly.

Purchaser shall have the right at any time to settle on more Lots than the

number of Lots required to be purchased in such Quarter, provided additional

Lots are available for early settlement. Purchaser shall receive credits toward

the minimum number of Lots required to be purchased in any period, for Lots

purchased in excess of the minimum number, and such credits shall be cumulative.

6. Additional Conditions to Closing for Lots.

Prior to all settlements, each of the Lots shall have such improvements as

would allow Purchaser to obtain a building permit for the construction of a

dwelling unit thereon, and upon completion of such dwelling unit, a Certificate

of Use and Occupancy therefor assuming timely filing of all requisite

applications and payment of standard fees. Seller shall use commercially

reasonable efforts to complete the work described in Exhibit "B" attached hereto

and incorporated herein and in this section as to a number of Lots sufficient to

enable the initial




settlement within eighteen (18) months following the acquisition of the Property

by Seller, and shall thereafter complete such work as to additional Lots such as

will enable Purchaser to meet its minimum closing obligations set forth in

Section 5.

7. Transfer Imposts.

Seller shall pay the Virginia Grantor's Tax and Purchaser shall pay all

other State and county transfer and recordation taxes assessed at or related to

each closing hereunder.

8. Settlement Costs.

Cost of examination of title, title insurance, Purchaser's settlement fees,

Purchaser's attorneys' fees, and document preparation charges for the Deed, if

any, shall be at the sole expense of Purchaser. Seller shall be responsible for

its own settlement costs.

9. Place of Settlement.

Closings as herein required shall be held at Walker Title or at such other

settlement agent's office within the Washington, D.C. Metropolitan Area or

within the jurisdiction in which the Property is located as Purchaser


10. Adjustments.

All ad valorem taxes, metropolitan district charges, front foot or other

benefit charges or assessments, including deferred connection charges, if

applicable, and all other fees payable on an annual or periodic basis shall be

adjusted to the date(s) of closing and thereafter assumed by Purchaser. Seller

will be responsible for the payment of any presently enacted rezoning or

development tax which may be imposed on the Lots. Purchaser will be responsible

for any water and sewer capital facility connection charges and capital facility

assessment charges and any user fees applicable to the Lots, and if all or a

portion of the same has been paid by Seller prior to settlement, Purchaser shall

reimburse Seller at settlement for such charges on a pro-rata basis per Lots


11. Default.

a. Purchaser's Failure to Close. In the event of Purchaser's wrongful

failure to close upon a Lot or Lots as provided herein, Seller's sole remedy

shall be specific performance as provided in Section 2.

b. Seller's Default. Except as set forth in the last paragraph of

Section 13 of this Agreement, in the event of default by Seller, Purchaser's

sole and exclusive remedy shall be a suit for specific performance against

Seller with regard to the obligations of Seller.

c. Notice and Cure. Except for payments by Purchaser required pursuant

to this Agreement, no failure or default by Purchaser or Seller, including

failure to timely exercise options, shall result in the termination or

limitation of any right hereunder or the exercise of any rights or remedies with

respect to such failure or default unless and until defaulting party shall have

been notified in writing and shall have failed to remedy said failure within

fifteen (15) days




after the receipt of said written notice. If such failure or default is not

curable within fifteen (15) days, then action to cure shall begin within fifteen

(15) days and be completed within thirty (30) days.

12. Seller's Representations.

As of the Effective Date of this Agreement, Seller represents, warrants and

covenants as follows, and it shall be a condition precedent to Purchaser's

obligation to consummate closing(s) that none of the following has been breached

or would be breached if remade as of their respective date(s) of closing(s):

a. For so long as this Agreement continues in effect, Seller shall not

cause any change in the Property from its present physical condition except as

required by governmental authorities and/or to finish the Lots, and shall not

commit any waste upon the Property.

b. Seller will, during the terms of this Agreement, keep any existing

mortgage(s) against the Property current and not in default and cause to be paid

all taxes and other public charges against the Property so as to avoid

forfeiture of Purchaser's rights under this Agreement.

c. With the exception of restrictive for the Woodland Village

HomeOwners Association Inc. and all other documents recorded or required to be

recorded to subdivide the finished Lots, Seller has not made and will not make

any commitments or representations to the applicable governmental authorities,

any adjoining or surrounding property owners, any civic association, any

utility, or any other person or entity, which would in any manner be binding

upon Purchaser or interfere with Purchaser's ability to utilize or develop the

Property, without Purchaser's prior written approval.

d. There is no violation of any law, ordinance, order or regulation

affecting the Lots resulting from Seller's actions, and Seller agrees to take

all necessary action to correct any such future violation caused or created by

Seller prior to closing and to convey the Property free thereof.

e. To the best knowledge of Seller, there are no hazardous or toxic

wastes or substances or petroleum waste or substances which are the subject of

any federal, state or local environmental or pollution control laws upon or

adjacent to the Property or any part thereof, and that it has received no

notification of, and has no knowledge of, any investigation of the Property or

any part thereof by the U.S. Environmental Protection Agency or any similar

federal, state or local governmental authority, and agrees to take all necessary

action to correct any such future violation caused or created by Seller prior or

after closing and to take such corrective action in order to convey the Property

free thereof.

f. There is no action, suit, proceeding, inquiry or investigation at

law or in equity, before or by any court, public body or board or administrative

agency, pending or threatened, which in any way impairs title to the Lots and/or

creates an impediment to obtaining building permits for the Lots.




g. It has no knowledge of any pending or threatened condemnation

proceeding concerning any part of the Lots.

h. Connection with all utilities necessary to service residences upon

the Property, including but not limited to electric and public or private water

and sewer system, is reasonably available upon proper application.

i. The right of ingress to and egress from the Property, through

direct access to a dedicated public road or to a dedicated private road with

direct access to a dedicated public road, is reasonably available.

j. All dedications or fees in lieu thereof (other than as set forth in

Section 14 hereof), or as otherwise specified herein, shall have been made or

paid by Seller.

k. Seller shall provide Purchaser with all the information required to

be disclosed to Purchaser's third party purchasers, regarding the Homeowners'

Association for the Property. Seller shall have an ongoing responsibility to

deliver to Purchaser, in a timely manner, any substantial or material amendments

or changes to the information required to be delivered to Purchaser's third

party purchasers.

l. This Agreement has been duly authorized by Seller and all of its

individual and corporate stockholders, partners, members and participants, and

the terms hereof do not violate and are not inconsistent with any by-law,

statute, regulation, document, judicial or administrative proceeding, or

anything else to which Seller is legally bound and/or a party.

m. Seller is not a "foreign person" as defined in Section 1445(f)(3)

of the Internal Revenue Code as amended or replaced (the "Code"). At closing,

Seller shall execute the Affidavit required by Section 1445(b)(2) of the Code

and shall be responsible for filing such Affidavit as required. Seller shall

indemnify and hold Purchaser harmless against any and all claims arising out of

or relating to the execution, content or filing of the foregoing Affidavit.

Seller shall also comply with any other reporting requirements imposed by the

Code with respect to, or arising out of, the sale of the Property.

n. Seller shall grant and provide such licenses, easements, and

rights-of-way as Purchaser reasonably deems necessary for Purchaser's access to

the Property and for Purchaser's ingress and egress and such other easements or

rights-of-way needed for the purpose of Storm Water Quality Management or

utility service, all of the foregoing not to materially interfere with

development by Seller or materially devalue Seller's Property. All of the

foregoing licenses, easements and rights-of-way shall conform with County

requirements and approvals.

o. As of each closing date, all sureties, bonds, and/or letters of

credit required by the County or all other governmental agencies (including

FHA/VA) in connection with Seller's development obligations shall have been

posted by Seller, in the amount required by appropriate governmental agencies.

p. Seller has disclosed, and provided Purchaser with copies of, any

and all proffers and agreements between Seller and the local government

officials, or otherwise affecting the Property, regarding the development of the

Property and construction of the Lots.




Seller shall be solely responsible for any and all monetary and development

obligations set forth in any such proffers and/or agreements, except for capital

facility charges, impact fees and front foot benefit assessments as hereinbefore

set forth in this Agreement, which shall be Purchaser's obligation except as

otherwise provided in this Agreement.

13. Seller's Undertakings, Representations and Conditions Precedent.

In addition to the promises and agreements hereinabove made by Seller,

Seller, at its sole cost and expense, shall be responsible for further

undertakings as specified in this section. Purchaser's obligation to consummate

respective closings shall be conditioned upon the completion of the following

items as to the Lots to then be so closed upon (wherever in this Agreement there

is a reference to Seller having to take development activity "to a Lot and/or

Lot line," the same shall mean to a point five (5) feet beyond the curb in the

direction towards the Lot, such curb line being adjacent to the Lot):

a. Seller shall be responsible for all costs in connection with the

installation of the water and sewer mains to a Lot line and the construction and

implementation of on-site sewage and water treatment facilities.

b. The Lots shall be conveyed free of monetary liens, except for liens

previously set forth in this Agreement and those items to be adjusted as of each

closing hereunder, and zoned for the use contemplated herein.

c. Seller shall have obtained all off-site rights-of-way and easements

that may be necessary (i) for the installation of water and sanitary sewer to

the Lots and to serve each Lot therein, (ii) to accomplish all on-site and

off-site grading, (iii) for storm water management areas, and (iv) for streets

and roads to service the Lots.

d. The Property shall have been subdivided and duly recorded with

approved plats providing for lots of size, number and use as set forth on

Exhibit "A."

e. Seller shall have prepared plans for public water and private

sanitary sewer distribution systems to serve each Lot, and obtained

authorization and approval of the same by the County and any other required

entity. Such payment or reimbursement shall occur simultaneously with the

settlement of each Lot. Water and sanitary sewer laterals shall be installed by

Seller to a Lot line, and otherwise complies with all governmental requirements.

Lateral ends and connections shall be clearly marked one time with a visible

pole or stake, at least 4 feet in height, for each location.

f. Seller shall install a duly authorized and approved public water

distribution system as a source of domestic water to each Lot subject hereto and

shall install the private sanitary sewer distribution system for each Lot

subject hereto, such installation to extend to a boundary of the Lot.

g. Seller shall have prepared plans for the grading and sediment

control, storm drains, streets, curb, gutter, sidewalk, paving, landscaping and

other improvements within the Property and/or the public right-of-way and any

areas to be conveyed to the Homeowners'




Association and obtained necessary approvals of such plans, including the site

plan from the County, and all other relevant jurisdictions.

h. Seller shall have obtained final and unappealable approval(s) from

the County and all appropriate governmental authorities of all documents

required of Seller necessary so that Purchaser can obtain building permits for

the dwelling units to be constructed on the Lots to be settled, including but

not limited to, site plans, authorizations, street construction permits, and

allocations for water and sewer with hook-up approvals. Any such allocation,

quarterly user fees and/or fees paid for by Seller prior to settlement shall be

reimbursed to Seller by Purchaser at settlement.

i. All engineering and site development plans for all Lots in Phase I

or Phase II as set forth on Exhibit "A", as applicable, shall have been

completed and fully approved by all applicable governmental authorities. Seller

shall deliver to Purchaser a valid Engineer's Certificate, certifying to

Purchaser that the plans and specifications incident to the fulfillment of

Seller's obligations and all development improvements herein referred to meet,

exceed and conform to all applicable Federal, State, County, City and other

local ordinances, regulations, standards and specifications.

j. Except as otherwise provided for in this Agreement, Seller shall be

responsible for all special assessments imposed or assessed upon the Property

for improvements by governmental authorities completed prior to the date hereof

or required to be installed to develop the Property for the purpose and use

contemplated under this Agreement, except for any deferred charges including

front foot benefit charges regularly assumed by eventual house purchasers, which

shall be adjusted to the date of transfer.

k. Seller shall cooperate with and deliver to Purchaser, at the sole

cost and expense of Purchaser, any and all things required to obtain, prepare or

cause to be prepared certain documents described in this subparagraph k, which

shall be in a form acceptable to Purchaser, such acceptance not to be

unreasonably withheld, and as may be required by the Veteran's Administration

(VA), Federal Housing Administration (FHA), and Federal National Mortgage

Association (FNMA). Seller agrees that it will, if required by any government

agency prior to the first settlement hereunder, amend any Declarations,

Articles, By-Laws or other Homeowners' Association documents to meet any agency

requirement, and supply Purchaser and the appropriate government agency all

information necessary to obtain requisite approvals. Anything to the contrary

notwithstanding, Seller shall not be entitled to reimbursement for overhead and

normal operating expenses in connection with the foregoing requirements of this

subparagraph k.

(i) A Declaration of Covenants, Conditions and Restrictions (the

"HOA Declaration") imposing architectural and residential use restrictions on

the Lots and, if required, providing for a Homeowners' Association with annual

assessments against each Lot for the purpose of providing funds for the

maintenance of the open

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