CONTRACT OF SALE
THIS CONTRACT OF SALE dated the ______ day of ______________, 2024 between:
SELLER(S)
BUYER(S)
Name: Doris L. Smalls Trust
Name: AC Development, LLC
Address:
Address:
Phone:
Phone:
(203) 893-7280
1.
PROPERTY: Buyer hereby offers to purchase the following real estate from Seller:
Parcel No.
4I Rem Estate St. Joseph and Rosendahl
St. Thomas, U.S. Virgin Islands
2.
PURCHASE PRICE: The purchase price is
per acre - subject to field survey and accurate acreage]
payable as follows:
(a)
The balance of the purchase price in cash or certified check at closing; or
(b)
Seller finance option exercisable solely by Buyer pursuant to the terms of section
13 of this Agreement.
3.
ACCEPTANCE. Buyer’s offer must be accepted in writing by Seller within ten (10)
Business Days of the date Buyer signs this Contract. If this Contract is not accepted within this
time period, then it shall terminate.
4.
CLOSING. The closing shall take place in St. Thomas, USVI within sixty (60) days of
the date that Buyer has secured all the necessary zoning and building approvals for the proposed
development. Unless either party has indicated that time is of the essence with respect to the
Closing, the Closing may take place at such later time as is mutually agreed upon by Seller and
Buyer. Possession shall be granted to Buyer at closing unless otherwise agreed in writing by Seller
and Buyer.
5.
EXPENSES. Seller shall pay the costs of preparing the deed, and recording any mortgage
releases, the cost of securing the necessary attests, and tax certificates. Buyer and Seller shall
evenly split the cost for affixing the transfer tax stamps on the deed and recording the deed. Seller
will pay all real estate taxes, insurance, utility expenses, association assessments and dues, rent
and/or security deposits, if any, shall be prorated to the date of Closing between Seller and Buyer.
Unless otherwise indicated, adjustments for real property taxes shall be based upon the most recent
tax bill available. All expenses of obtaining, financing, preparing loan documents, installment sales
contracts, new surveys, appraisals, inspections, title examinations, title insurance, and the
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December
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recording fees of the deed and any purchase money mortgage shall be paid by the Buyer. Each
party shall pay its own attorney’s fees.
6.
TITLE. At Closing, Seller shall convey good, marketable and insurable fee simple title to
the Property to the Buyer by Warranty Deed (unless another form of deed is specified in Paragraph
13) subject only to easements, covenants, restrictions, and rights of way of record that do not render
the title unmarketable, any leases described herein, real property taxes due and payable and all
zoning, building, environmental, or other laws or regulations affecting the use or occupancy of the
Property. Buyer shall have fifteen (15) days from an accepted contract, to inspect the bound posts
to the Property, and shall be deemed to consent to them unless Buyer files written objections by
the end of that period with the Seller. In the event that Buyer notifies Seller that the bound posts
cannot be located, then Seller shall provide for the placement or location of bound posts on the
property in identifiable positions. Buyer shall be allowed to have the title examined and shall
promptly notify Seller in writing of any title defects, zoning or deed restriction.
7.
INSPECTION, ENTRY AND BROKER INDEMNIFICATION.
(a) Buyer or Buyer's designee shall inspect the property within one hundred and twenty (120)
days of receipt of a fully executed copy of this Contract, for the purpose of inspecting the
condition of the property and securing Planned Area Development Zoning Approval and
Conditional Building Plan Approval from DPNR. During This Inspection period, Buyer can elect,
in its sole discretion to terminate this sale agreement. Buyer shall have forty-eight (48) hours from
the inspection in which to notify Seller in writing of Buyer's intention to cancel this Contract,
with neither party having any claim against the other. The inspection period is a time period for
Buyer to ascertain the condition of the property with the knowledge that if Buyer proceeds with
the sale, Buyer is accepting the condition with no representations or warranties by the Seller
or Realtor whatsoever, except as specifically set forth herein. In no case shall Seller be held
responsible for damages or physical defects to the property. Seller makes no personal or
professional claims as to the condition of the property. If Seller has provided a written disclosure
statement, then it shall be attached to this Contract and made a part of it.
(b) Buyer and Buyer's agents, employees, independent contractors, engineers,
surveyors and other representatives (collectively "Agents") shall have the right to enter the
Property at reasonable times for the purposes of performing appraisals, testing water samples,
making surveys of the Property, and performing any and all other reasonable activities relating
to the proposed development plan and the purchase of the Property. Buyer and such Agents shall
make entry only after providing reasonable notice to Seller and any tenant or other occupant of the
Property. Buyer agrees that the entry permitted by this paragraph shall not cause injury or damage
to the Property. Buyer indemnifies and holds harmless Seller and Broker(s) against any such
injury or damage caused by Buyer or its Agents.
(c) Buyer and Seller acknowledge that the Realtor(s), if any, in the course of events
leading to this contract have advised Buyer and Seller of the need for professional opinions,
advice, counsel and other services for the protection of their interests or rights in this matter,
including but not limited to: consultation with an attorney prior to the signing of this contract, and
professional inspection and evaluation of the Property by an engineer, surveyor or inspector to
reveal any defects or deficiencies that may or may not be visually detectable. The undersigned
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parties hereby acknowledge that they have not received or relied upon any statements or
representations made by the Realtor(s) which are not expressly set forth in this Contract. Seller
and Buyer each hereby agree to indemnify and hold harmless each Realtor, and its respective
agents and employees from and against any and all claims, damages, suits, or causes of actions for
damages and other liabilities that may arise out of or result from this contract, the closing of the
purchase and sale contemplated hereunder the condition of the Property, or otherwise, unless
such liability was solely caused by the gross negligence or intentional misconduct of such Realtor.
8.
COMMISSION AND DECLARATION OF AGENCY BY REALTOR(S).
(a)
The parties acknowledge that N/A is the Selling Realtor and N/A Listing Realtor
who brought about this transaction. Seller shall pay the professional service fee ("commission") as
stipulated in the listing agreement between Seller and the listing Realtor at the time of closing,
or in the case of any installment sales contract, upon the execution of the installment sales
contract, or as otherwise agreed to in writing by the parties.
(b)
Buyer acknowledges that the listing Realtor and any selling Realtor are
agents of the Seller in this transaction and are to be paid a commission by Seller. Unless
otherwise provided in Paragraph 13, the listing Realtor and any selling Realtor in this transaction
have not acted as an agent for the Buyer, have not been paid a commission by the Buyer, and are
not representing the Buyer.
9.
DEFAULT BY BUYER. If Seller accepts this Contract and if the transaction
contemplated herein is not closed by reason of Buyer's default or failure or refusal to perform
through no fault of the Seller, then Seller shall have the right to elect either (1) to terminate this
Agreement and no party shall have any further rights, obligations or liabilities hereunder; or (ii)
Seller may pursue an action for specific performance.
10.
DEFAULT BY SELLER. If the Seller accepts this Contract and if the transaction
contemplated herein is not closed by reasons of Seller’s default or failure or refusal to perform, 
through no fault of the Buyer, then Buyer shall have the right to elect either (i) to terminate this
Agreement, and no party shall have any further rights, obligations, or liabilities hereunder, or (ii)
Buyer may pursue an action for specific performance.
11.
DESTRUCTION OR DAMAGE TO PROPERTY. Unless Buyer takes possession of
the property prior to Closing, Seller shall bear the risk of loss prior to Closing, including but not
limited to total or partial destruction of the property and its contents due to casualty. Seller shall
deliver the property in substantially the same condition as it existed at the time of the execution
of this Offer by the Seller (reasonable wear and tear excepted), and shall adequately maintain and
repair it until Closing. If prior to closing, any improvements located on the Property are destroyed
or damaged by fire or other casualty to the extent that the cost of repair or replacement shall exceed
ten percent (10.0%) of the Purchase Price, then either party shall have the right to terminate this
contract by providing written notice to the other party prior to closing, and no party shall have
any further rights, obligations or liabilities hereunder. If neither party elects to terminate this
contract, then Seller shall either (i) restore the Property to its condition at the time this Offer
was accepted; or (ii) convey it to Buyer with an appropriate reduction in the purchase price; or (iii)
Contract of Sale
Page 4
convey this Contract of Sale property to the Buyer at the stated purchase price, along with an
assignment of all insurance proceeds. In the case of option (i), the closing will be postponed for a
reasonable period of time to allow Sellers to make such repairs. In the event that Buyer takes
possession of the property prior to Closing, all risk of loss is on the Buyer, in which case Buyer
may not terminate this contract in the event of a total or partial destruction of the premises due to
casualty or other loss, obtain a reduction in the purchase price, or obtain an assignment of the
insurance proceeds.
12.
MISCELLANEOUS. This contract constitutes the entire agreement between the parties
hereto and no representations, agreements, inducements or provisions other than those expressly
set forth herein shall be binding. All changes, additions or deletions to this contract must be in
writing and signed by all parties. All notices shall be in writing and may be delivered via
confirmed facsimile or email transmission, hand delivery, courier, or by confirmed mail delivery
to the other party or its attorney or agent. The notice shall be effective when hand delivered or the
date sent, as evidenced by the delivery confirmation. The parties agree that signatures by facsimile
will be binding. This contract, regardless of where it is signed, shall be deemed to have been made
in the United States Virgin Islands and shall be governed by and interpreted in accordance with the
laws of the United States Virgin Islands. Buyer shall not have the right to assign any of Buyer's
rights or obligations under this contract without the prior written consent of Seller, which consent
shall not be unreasonably withheld. This contract shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, representatives, successors and assigns. As
used herein, words in the singular shall include the plural and the masculine shall include the
feminine and neuter genders, as appropriate. At Closing, the Seller shall also comply with the
withholding tax requirements imposed by Section 1445 of the Internal Revenue Code.
13.
FINANCING: Buyer’s obligations under this Contract are subject to and contingent upon
the Buyer being able to obtain all the necessary zoning and building approvals for the proposed
development. Buyer shall also use reasonable and diligent effort to secure financing to acquire the
property within One Hundred and Twenty (120) days of the date of execution hereof by Sellers.
If, after diligent effort, the Buyer is unable to obtain all the necessary zoning and building
approvals for the proposed development and financing to acquire the Property, Seller and Buyer
have agreed that Buyer at his sole and exclusive option may elect to have Seller finance Buyer’s 
purchase of the Property. For the purpose of this Seller finance option, the purchase price shall be
adjusted to
per acre - subject to
field survey and accurate acreage]. Seller shall finance the sale of Property to Buyer in the
following manner: The Buyer shall initially take down the first ten (10) lots at a price of
per lot. Thereafter, the balance of the takedown schedule shall be mutually agreed upon by both
parties. The Buyer shall pay the Seller the remaining purchase price of
in installments
as each subsequent phase of lot development is completed, with payments proportionate to the
number of lots developed. This process shall continue until the full purchase price has been paid
to the Seller. Seller agrees that Buyer’s exercise of Seller finance option shall not remove Seller’s 
obligation to convey at closing, good, marketable and insurable fee simple title to the Property to
the Buyer by Warranty Deed subject only to easements, covenants, restrictions, and rights of way
of record that do not render the title unmarketable, any leases described herein, real property taxes
Contract of Sale
Page 5
due and payable and all zoning, building, environmental, or other laws or regulations affecting the
use or occupancy of the Property.
14.
LEAD WARNING DISCLOSURE AND 10 DAY INSPECTION PERIOD OR
WAIVER.
15.
NO WAIVER: One or more waivers by Seller of any breach of a covenant or condition
shall not be construed as a waiver of a further breach of the same covenant or condition or of any
other covenant or conditions contained herein.
16.
NOTICES:
(a) All notices required to be given to the Buyer shall be deemed sufficient if hand
delivered to Buyer or mailed by certified or registered mail, return receipt requested
to the Buyer at the address indicated above. A copy shall be delivered to Kelsha P.
Williams
II,
Esq.,
at
Law
Offices
of
Williams
&
Williams
(e-mail:
kelsha.williams@pkwilliamslaw.com)
(b)
All notices required to be given to Seller shall be deemed sufficient if hand delivered to
Seller or mailed by certified or registered mail, return receipt requested to the Seller at the
address indicated above.
A copy shall be delivered to _________________ (e-mail:
_____________________).
THIS CONTRACT OF SALE BECOMES A BINDING LEGAL CONTRACT WHEN
EXECUTED BY ALL PARTIES, AND EACH PARTY SHOULD READ AND UNDERSTAND
ITS TERMS AND CONDITIONS.
[SIGNATURE PAGE TO FOLLOW]
Contract of Sale
Page 6
Date:
Date: ______________
Seller:
Buyer:
_________________________________
__________________________________
Doris L. Smalls Trust
AC Development, LLC
Date: ____________________________
Date:______________________________
EIN#: _____________________________
EIN#: _____________________________
__________________________________
______________________________
12/17/2024
Ajani Corneiro
Jeanine Brady
01/27/2025