Full text
CONTRACT OF SALE.
THIS CONTRACT OF SALE, entered into this 2314 day of July. 2015, by and between, Bill
V. Neff, Sr., (hereinafter referred to as "SELLER"), and TenX Group LLC. a limited liability
company (hereinafter referred to as "PURCHASER").
WHEREAS, Modular Offices arc located on certain tract or parcel of real estate situate two
miles west of Old Fields. and six miles northwest of the Town of Moorefield. in Hardy County.
West Virginia. being more particularly located on both sides of Fish Pond Road, between and
adjoining the west side of Corridor "H", and containing 730 acres, mom or less, known as the
"Premises".
WHEREAS, the SELLER is selling Thirty-Eight (38) Modular offices described on
Exhibits A and U attached hereto, on the Existing Modular Layout. identifyingthe Modular Offices
by letter (hereinafter the "Purchased Modular Offices"), and;
WHEREAS. the PURCHASER hereby desires to Purchase the Purchased Modular Offices
from SELLER and SELLER desires to sell the Purchased Modular Offices to PURCHASER.
NOW THEREFORE. in consideration of the promises and conditions contained herein, the
parties ague as follows:
I. Purchased Modular Office& SELLER hereby sells unto PURCHASER the following
described property: Thirty-Eight (38) one-story. modular type offices as described on Exhibit A
entitled Existing Modular Layout and marked according to Exhibit A, hereinafter Purehaied Modular
Offices.
2. Purchase Prig': The purchase price of said Property is Eight Hundred Ten Thousand GI, M ..
f)ol bus (S810,000.00).
Note: There will be a $20,000.00 seller credit applied at end of payment schedule.
See Exhibit C for details.
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3. Consideration is a Deposit of Five Thousand (55,000.00) Dollars which will be applh.Cto
the first payment. The first payment on August I". 2015 will be Five Thousand ($5.000.00) Dollars.
a. Term. PURCHASER shall pay Ten Thousand ($10,000.00) Dollars in monthly installments
on the
of each month for 'Iwo (2) years. First payment shall begin on August I m. 2015 and starting
August r, 2017 payments will be Nine Thousand-One Hundred Seventy Nine Dollars and 81/100
($9,179.81) until paid. The last payment will be July Ear,2023. 'there will be no prepayment penalty.
b. PURCHASER covenants and agrees to pay Seller as a late charge of five percent
(5%) of the amount past due on current payments and all other sums due under this Connact of Sale, if
said sums have not been paid and within ten (10) days of their due dote. SELLER expressly reserves
all other rights and remedies provided herein and by law with respect to nonpayment or the
installments provided.
c. Pariah Release.
Twenty Three Thousand Seven Hundred Nine Dollars and 11/100
($23,709.11) will earn the release of a single Modular Office. Modular Offices will be released in
blocks as currently configured according to Exhibit -B. The release of all Modular Offices within any
specific block must be earned prior to assignment of title from SELLER. PURCHASER may identify
any block for release as earned.
Please see attached Exhibit A and B showing the current
configuration.
4. Taxes. PURCHASER agrees to pay all taxes assessed and imposed upon the Purchased
Modular Offices and improvements placed on the subject premises by the PURCHASER.
Exhibit A
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5. Utilities, PURCHASER shall be solely responsible for and shall promptly pay all charges
for heat, water, sewer services or assessments, trash collection. telephone service, electricity, gas, or any
other utilities or services that are consumed in the Purchased Modular Offices.
6. Maintenance by PURCHASER. During the term of this Purchase. PURCHASER
shall, at PURCHASER'S own expense, make all necessary repairs and replacements to the
Purchased Modular Offices and to pipes, sewer system, plumbing system. heating system, cooling
system, electrical system. window glass, fixtures, and all other appliances and appurtenances
belonging thereof, and-all equipment used in connection with the Purchased Modular Offices, including
structural repairs and repairs to the outer walls and roof, subject however, to the defects identified
in accordance with Paragraph 8:below, Any painting necessary to keep the property in good order
and repair shall be the responsibility of PURCHASER. Such repairs and replacements, interior and
exterior, shall be made promptly, as and when necessary. All repairs and replacements shall be in
quality and class at least equal to the original work. On default of PURCHASER in making such
repairs or replacements required the SELLER may. but shall not be required to. make such repairs
and replacements for the PURCHASER'S account, and to poverty protect the improvements, and
the expense thereof shall constitute and he collectible as additional payment. PURCHASER
hereby certifies that PURCHASER has made a complete inspection of the premises and accepts the
condition of the Purchased Modular Offices in their "AS IS; WHERE IS" condition.
7. Covenants of PURCHASER. PURCHASER, at PURCHASER'S sole expense, shall
comply with all laws, orders, and regulations of federal, state, and municipal authorities, and with
any direction of any public officer, pursuant to law, which shall impose any duty upon the SELLER or
the PURCHASER with respect to the Purchased Modular Offices, provided that the foregoing shall
be limited to the extent of PURCHASER'S obligation to make repairs to the Purchased Modular
Offices, PURCHASER, at PURCHASER'S sole expense. shall obtain-all licenses or permits which
may be required for the conduct of PURCHASER'S business within the terms of this Contract of
Sale, or the making of repairs, alterations, improvements, or additions, and the SELLER, where
necessary, will join with the PURCHASER. in applying for all such permits or licenses. This contract
of sale is made by PURCHASER subject to all zoning regulations affecting the Purchased property
now or hereafter in force. PURCHASER shall hold harmless the SELLER with respect to any
laws. orders, regulations of federal, state, or municipal authorities, and with respeci to any direction of
any public officer. pursuant to law, which shall be imposed with respect to the PURCHASER or
PURCHASER'S uses of the premises. PURCHASER shall save SELLER harmless from
penalties, fines, costs, or damages resulting from PURCHASER'S failure to do so.
8. Hazardous Materials. PURCHASER shall not store. use or dispose of any
Hazardous Material (hereinafter defined) in or about the Purchased Modular Offices without
SELLER'S prior written consent, Before SELLER shall consider a request for consent.
PURCHASER shall provide SELLER with list of all Hazardous Materials proposed to he stored, used
or disposed of on the Purchased .Premises, copies of all permits required for such storage. use or
disposal and an additional security deposit equal to 25% of the Minimum Installment for that
Purchase year. The term "Hazardous Materials" shall mean any equipment which contains dielectric
fluid containing polythlorinated byphenyls ("PCB'S") or "PCB items" (as defined in 40 C.F.R.
Sec. 761.3); stored, leaked or spilled petroleum products, or any other chemical, material or substance
which is regulated as a "toxic substance" (as defined by the Toxic Substance Control Act. 1.5 U.S.C.
Sec. 2601 ct seq., as amended), a "hazardous waste" (as defined by the Resource Conservation and
Recovery Act, 42. U.S.C. Sec..690.1 et seq., as amended), or a "hazardous substance" (as defined
by the Comprehensive Environmental Response. Compensation and Liability Act of 1980,
("CERCLA"), 42 U.S.C, Sec. 9601 et seq.. as amended), or exposure to which is prohibited.
limited. or regulated by any federal, slate, county, regional, local. or other governmental statute,
regulation. ordinance or authority or which, even if not so regulated. may or could pose a hazard to
the health and safety of the occupants of the Purchased Premises or the owners, PURCHASER or
occupants of property adjacent to the Premises.
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9. Alterationttovements, PURCHASERshall haw Met-iglu. tiontime to time to make
all such alterations and improvements to, and decoration of. the interior or exterior of the Purchased
Modular Offices to conduct thereon its business. provided that prior to the commencement of any
such alterations or improvements SELLER shall in each case have approved in writing the plans
and specificatiOns then:fore. If within thirty (30) days after such plans and specifications are
submitted by PURCHASER to SELLER for such approval the SELLER shall not have given the
PURCHASER notice of disapproval thereof, statinglhe reason for such disapproval, such plans
and specifications shall be considered approved by the SELLER. All such work shall he at
PURCHASER'S expense. PURCHASER shall comply pith the building codes, regulations, and
laws then in effect and which pertain to such work. PURCHASER will save SELLER harmless
from and against all expenses, liens. claims, or damages to either property or person which might
arise by reason of making any such additions, improvements. alterations, or installations.
10. insurance. PURCHASER shall maintain, et PURCHASER'S expense. insurance
to protect SELLER from any and all loss arising from any activities of the PURCHASER on or
shout the Premises. To meet this requirement. PI1RCHASER shall carry liability insurance with
an insurer acceptable to SELLER with minimum coverages in.the.arnount of One Million Dollars
($1.000.000) per occurrence combined single limit for bodily injury, personal injury and property
damage, with a Two Million Dollar ($2.000,00W excess liability pulley. PURCHASER shall
furnish SELLER a certificate certifying Mar PURCHASER has proeuredlhe necessary insurance
together with a statement from the insurer declaring that insurer will itod& SELLER if and when
for any reason whatever said insurance is terminated. SELLER shall he named as an additional
insured on said polity.
PURCHASER shall further insure the Purchased Modular Offices, with general
comprehensive coverage for fire, other casualty, and perils of extendedcoverage, for not less than
One Million Dollars ($1,000.004 naming SELLER as loss payee, and shall furnish a certificate
ofsuch insurance to SELLER.
11. Default, It' proceedings are commenced against the PURCHASER in any court
under a bankruptcy act or liar the appointment of a trust or receiver of the PURCHASER'S
property, either before or alter the commencement of the Purchase term, or if there shall be a
default in the installment payment or any part thereof for more than ten (10) days after due or if
there shall be default in the performance of any other covenant. contract of sale, or condition on
the part of the PURCHASER, the SELLER shall have the right to re-enter or repossess the
Purchased Modular Me m. and the PURCHASER agrees to deliver upon quiet and peaceful
possession of the premises. In the event of re-entry. PURCHASER nevertheless agrees to be
answerable for any and all damage and deficiency which SELLER may sustain by such reentry,
and in that event, SELLER will reserve full power to re-sell the Purchased Modular Offices. In
addition to the above, the SELLER shall have the following rights upon default by
PURCHASER:
a. The right to remove the Purchased Modular Offices from the Premises.
b. PURCHASER shall continue to be responsible tow all costs of Moving Purchased
Modular Offices should they have to be removed before -the expiration of-this
Purchase.
c. PURCHASER shall be responsible for the installment payments for the full term
of Purchase, even if Purchased Modular Offices are removed pursuant to this
paragraph.
12. Indemnification, PURCHASER shall indemnify and hold harmless SELLER from and
against alt loss and liability for loses. damages, costs, or reasonable-expenses which SELLER may
sutler by reason of injuries to persons or damage to property sustained by any person or corporation
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whatsoever arising out of or in any mariner caused by PURCHASER'S use of the Purchased
Modular Offices.
13. Attorney's Fees, PURCHASER shall pay and indemnify SELLER against all legal costs
and charges incurred by SELLER. including counsel fees lawfully and reasonably incurred, in
enforcing any term or provision in this Contract of Sale and obtaining possession of the Purchased
Modular Offices after a default of PURCHASER or after PURCHASER'S default in surrendering
possession, or enforcing any covenant of PURCHASER herein contained.
14. Asshmment of _Contrect Sale. a. PURCHASER may assign without SELLER'S
consent
this Contract of Sale to any subsidiary or entity of l'enX Group, LIE with full understanding that
TenX will fully remain as a guarantor of all parts of thisContract of Sale.
b. Assignment to Others (except above). PURCHASER shall not assign this
Contract of Sale or any interest herein, of the Modular Offices to any third party, without the prior
written and discretionary consent of SELLER, which shall not be unreasonably withheld. If
permitted, any assignment hereunder shall not release or discharge PURCHASER of or from any
liability, whether past. present or future. under this Contract of Sale and PURCHASER shall
continue fully liable thereunder. Any assignee shall agree in a form reasonably satisfactory to
SELLER to comply with and he bound by all of the terms. covenants, conditions, provisions and
agreements of thiS Contract of Purchase to the extent of assignment PURCHASER shall deliver to
SELLER promptly after execution, an executed copy of such assignment. Any transfer in violation
of this section shall be void and shall confer no right upon any third party.
15. Inspection SELLER and SELLER's representatives may enter the Purchased
Modular Offices, at any reasonable time, for.the . purpose of inspecting the Purchased Modular
Offices. performing any work which SELLER elects to undertake made necessary by reason of the
PURCHASER'S default under the teams of this Purchase, exhibiting the Purchased Modular
Offices for sale. purchase. or mortgage financing. or posting notice of nonresponsibility under any
mechanic's lien laws.
16. Waivers, Waiver by either party of the breach by the other of any covenant of this
Purchase shall be limked to the particular instance and shall nut operate or be deemed to waive any
future breach of the same or any other covenant on any other occasion.
17. Notices. All notices required to be given hereunder shall be in writing; and, if intended
for the SELLER shall be served upon SELLER .or upon his agent, or shall be mailed by certified
mail, postage prepaid, to thre principal place of business of SELLER. at 3570 North Valley Pike,
Harrisonburg, Virginia, 22802, or if intended for the PURCHASER. or shall be mailed by
certified mail, postage prepaid. to the principal place of business of said PURCHASER at 2506
Fish Pond Rd.. Old Fields. WV 26845. Either party shall have the right to change its principal
office by notice by certified mail of such change.
18. tat, Contra:1. of Sale. It is funher understood and agreed, that this Conttact of Sale
contains the entire agreement between the panics hereto and shall not be modified in any manner
except by an instrument in writing executed by the parties hereto, and that the conditions and
agreements herein are binding on. and may be-legally enforced by the parties hereto, their heirs,
executors,- administrators, successors, and assigns, respectively, and that no waiver of any breach
of any condition or agreement contained herein shall be construed to be a waiver of that condition
or agreement or of any subsequent breach thereof, or of this contract of sale. Feminine or neuter
pronouns shall be substituted tbr those of the masculine form, and the plural shall be substituted for
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Notary Polak
Commonwealth' of Waage
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tar all claims and disputes regarding this Contract shall he Ilarrisonlimg Rockingham Cuunty.
Virginia.
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EXHIBIT A
Units delivered to West Virginia
134565
1345601
13456W
13456661
13456T
13456E1
13456WW
13456HH1
13456U
13456F1
13456XX
13456111
13456V
1345661
13456YY
13456111
13456W
13456111
13456ZZ
13456KK1
13456X
1345611
13456AA1
13456Y
1345611
13456881
13456Z
13456K1
13456CC1
13456A1
13456SS
13456001
1345681
134561T
13456EE1
13456C1
13456UU
13456FF1
131
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EXIBIT B
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EXIBIT B
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EXIBIT B
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