HomeMy WebLinkAboutPURCHASE AND SALE AGREEMENT
STATE OF GEORGIA
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COUNTY OF RICHMOND
PURCHASE AND SALE AGREEMENT
1'1-IIS PURCHASE AND SALE AGREEMENT (the "Agt'eementlJ) is made and entered
into as of the latest date set forth beside the signatures of the palties (the "Effective Datell) by
and between EDWARD J. COLEMAN, III, TRUSTEE FOR CHAPTER 7 ESTATE OF
COMMERCIAL AND MILITARY SYSTEMS CO. INC., UNITED Sl'A l'ES
BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF GEORGIA (the
uBankmptcy Court'l)j CASE # 04-1330S-LWD (hereinafter referred to as "SeHel,Il)1 and
COUNTY BOARD OF EDUCATION OF RICHMOND COUNTY, GEORGIA, a political
subdivision of the State of Georgia and AUGUSTA, GEORGIA, a IlolitlcaI subdivision of the
State of Geol'gln (hereinafter collectively fefel'red to as C1Pul'chasel'lI),
WITNESSETH:
WHEREAS I Seller owns a celtain tract or parcel of laud located in Riclunond County,
Georgia, consisting of 90 acres, more or less and all improvements thereon as more palticulady
described in Exhibit "N' attached hereto and incorporated herein by this l'efel'cnce (the
(IPropeJtyll). The Properly is located at 2950 Mike Padgett Highway in Richmond COUl1ty~
Augustat Georgia,
WHEREAS, Purchasel' desires to ~urchasel and Seller to sell, the Property upon the
terms and conditions hereinafter; and, ,
NOW THEREFORE, for and in consideration Qf the sum of One Thousand Dollars
($1000.00) in hand paid, the premises, mutual covenants, agreements, representations and
warranties set forth hel'eint and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree ~s follows:
1. Agryement to Purchase and Sell. Purchaser agrees to purchase from Seller, and
Seller agrees to sell to Purchaser, the Propcl'tYt together with any and all improvements, fixtures,
appm1enances, l'ights~ privileges and easements benefiting, belonging or pel1aining thereto, upon'
the telms and conditions set forth herein.
2. RepOl1s and Other Documents Regarding Pl'Opel1y: Survey.
(a) Seller has provided Purchaser with, 01' made available to Purchaser, copies
of all surveys, rep0l1s, assessments, well sUl'VeYSt studies and schematics, and other documents
or materials relating to Property that were found at thct Property subsequellt to Seller.s
appointment 01' that are otherwise in Seller's possessJon, custody or control. Trustee cannot
warrant or provide opinion as to the adequacy or accuracy of such documents.
(b) Purchaser shaU, at Purchaser's sole cost and expense, cause to be made a
boundary survey (the "Surve)'U) of the Property (including appurtenant easements, if necessary)
by a Oeorgia Registered Professional Land Surveyor acceptable to Purchaser. The SUi'vey shall
be certified by the surveyor to Purchaser and Seller and shall indicate the metes and bounds and
approximate acreage of the Property,
3. Barnest Money and Deposit.
(a) parnest Money.. Within five (5) business days following Purchaser's
receipt of a countel'pat1 of this Agreement that has been duly executed by Seller, Purchaser shall
deliver to Seller the sum of One Thousand Dollars and NollOO ($1000.00) as earnest money for
purposes of this Agreement (the "Earnest Money"). The Eamest Money shall be deposited by
Seller in a non-interest bearing account until closing.
(b) Deposit. If Purchaser has not canceled this Agreement as authorized herein
prior to the termination of the Inspection Period (as defined hereinafter), the Eamest Money shall
b.ecome a 1l01H'efundable deposit (the llDeposUIl), The Deposit shall be the sole and exclusive
propelty of Seller and non-refundable to PUl'chaser, but shall continue to be held by Seller and
shall be applied as a credit against the Purchase Price, at closing. If Purchaser fails to close the
purchase of the Propel'ty contemplated herein for any reaS011 that is the fault of Purchaser, the
~eposit shall be retained by Seller as liquidated damages and as Seller's sole and exclusive
remedy, Seller and Pm'chaser expressly acknowledging that the damages which would be suffered
by Seller as a result of Purchaser's failure to close are incapable of being determined with a
reasonable degree of certainty and that the Deposit represents a reasonable pre-loss estimate of
such damages:
(c) Disbursement of Earnest Money and/or Deposit. The Eamest Money and/or
the Deposit shall only be disbursed as follows: (1) to Purchaser, if Purchaser terminates this
Agreement as allowed hei'ein; (2) to Seller, at closing as a credit against the Purchase Price; (3) to
Seller, as liquidated damages, if Pmchaser breaches this Agreement; or (4) as otherwise pl'ovided
herein or as otherwise direoted by Purchaser and Seller in a separate agreement regarding same
duly executed by both of them.
4. purchase Price and Method of Payment. In consideration of the conveyance of the
Properly to Purchaser, Purchaser shall pay to Seller at closing a purchase price fOl' the Property
(the ~'Purchase Price") of Three Million Three Hundred Thousand Dollars and 00/100
($3,300,000,00) Dollal's to be paid in cash at closing.
5. Real Estate CommissiQll, A real estate commission of seven percent (7%) of Three
Million Three Hundred Thousand Dollars ($3,300,000,00) shall be paid by the Seller and equally
split betweell Meybolun Commercial (as representing the Seller) and Hollingsworth Appraisal
Company (as l'epresenting the Purchaser).
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6. Purchasel'.s Right ofInspectioll and Cancellation,
(a) Inspection Period. The pa11ies acknowledge that Purchaser has previously
been allowed access to the Pl'Ope11y to conduct inspections and investigations thereon, Purchaser
shall have until the Closing Date (as defined hereinafter) (the ulnspectioll Pedod") to enter upon
the Property with its agents. consultants and engineers, as needed. to inspect, examine. slllvey and
othel'Wlse do whatever Purchaser deems necessary in the engineering. inspection, assessment and
planning for development of the Propel1y as a public school and public transportation bus depot.
service garage. training and storage facility (the "Intended Use") and to determine whether the
Conditions Precedent (as hereinafter defined) can be satisfied, Said privilege shall include the
right. at Purchaser's sole cost and expense. to make soil tests, borings. percolation tests and other
tests to obtain infomlation necessary to determine surface, subsurface, envil'Onmental and
topographic conditions, P\ll'ChaSel~ hereby indemnifies and agrees, to the extent allowed by law,
to hold Sellet' harmless from and against any claims 01' damages incurred by Seller as a result of
persons or fit'ms entel'ing upon the Property on Purchaser's behalf pms\laut to the inspection
privilege granted hereunder and for the content of any report issued by the persons 01' fil'D1S
entering the Propel1y to inspect and issue various opinions to Purchaser 01' its agents.
(b) At any time during the Inspection Period, Purchaser may cancel this
Agreement for any reason whatsoever by giving written notice thereof to Seller. which must be
received by Seller prior to the expiration of the Inspection Period. If Purchaser cancels this
Agl'eement as provided herein. Purchaser shall receive a fulll'efund of the Earnest Money,
7. Title to the Property.
(a) Marketable Title. Consistent with Section !O(d) of this Agreement!
Seller will seek approval of the Bankruptcy Court to convey the Property to Purchaser, fi'ee and
clear of all liens. excepting only (1) l'eal pl'ope11y ad valorem taxes not yet due and payable and
recorded general utility sewel' and drainage easements serving the Pl'Operty . (2) zoning ordinances
affecting the Property; and (3) such other mattei'S as are disclosed by Purchascrts title examination
andlol' Survey and elthel' not objected to by Purchaser within the specified time 01' otheLWlse
approved in advance by Purchasel' in the exercise of its sole discretion as shown on Exhibit C
attached hereto and incorpol'ftted herein by this reference (collectively, the "Permitted
Exceptionstl).
(b) Title Objections. Purchaser shall have until the expiration of the
Inspection Period to examine title to the Property at its sole cost and expense and to advise Seller
in writing of any defects or objections affecting the title to the Property (or the use thereof by
Purchaser) that are disclosed by such title examination or the Survey (the "Title Objections").
Prior to the expiration of the Inspection Period, Purchaser shall notify Seller, in writing, of all Title
Objections known at the time of the notice,
(0) Cure of Title Obiections. Seller shall have until the Closing Date to cure
the Title Objections. If Seller fails or t'efuses to cure any Title Objection on or before the Closing
Date. then, at the option of Purchaser: (1) Purchaser may terminate this Agreement, in which case
the Deposit shall be refunded to Purchaser immediately, this Agreement shall be deemed of no
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further force and effect, and Purchaser and Seller shall have no further rights. obligations or
liabilities. hereunder or (2) Purchaser may accept title to the Property subject to such Title
Objections.
(d) Title Insurance. Purchaser shall obtain a title insurance conunitment
underwl'itten by a national life Insul'8nce company insuring Purchasel"s title to the Property
subject only to the Permitted Exceptions. All costs and premiums associated with the title
insm'ance commitment a~d title Insurance policy shall be paid by Purchaser,
(e) Conveyance of Title, Consistent with Section 10(d) of this Agreement,
SeUer shall convey good and marketable title to Purchaser at closing free and cleal' of all liens,
special assessments, easements, reservations, restrictions and encumbrances whatsoever,
excepting only the Permitted Exceptions, by Trustee's Deed (the "Tnlstee's Deedlt).
(f) Legal Descl'iption. The legal description contained in the Trustee's Deed
shall be a metes and bounds description of the Propelty, shall be drawn from the Survey, shall be
prepared by or at the direction of Purchaser at its sole cost and expense, and shall be approved by
counsel for Seller.
8. Closing: Extensions: Items to be deUvered at Closing: Postponement of Closing
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(a) Closing, Unless this Agreement is terminated in accordance with the
tel'ms hereof, the olosing of the purchase and sale contemplated herein shall take place on or
before the tenth (10th) business day after all Conditions Precedent 118ve been satisfied or waived by
Purchaser (the "Closing Date"). The closing shall occur at the offices of Leonard O. Fletoher, Jr.,
counsel to the Purchaser, or at such other location upon which the parties mutually agree.
(b) Items to be delivered at Closing. At closing, Seller shall execute and
deliver to Purchaser (1) the Trustee's Deed; (2) a certified copy of the Sale Order (as defined
hereinafter) ; (3) an Affidavit of Sellei' stating that Seller is not a "foreign person'" as that term is
defined in 7 C.F,R. Section 781.2 of the Rules and Regulations promulgated under the
Agri~ultural Foreign Investment Disclosure Act of 1978 and is not required to me any reports
under said Act and its supporting rules and regulations, and further stating that Seller is not a
"foreign person''. as that term is defined in Section 1445 ofthe Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder, that Sellel' is not a "nOll-resident" of the
state in which the Propelty is located as defined by applicable state laws, and otherwise in form
and content sufficient to eliminate Purchaser's withholding obligations under said Section 1445
and applicable state laws with respect to the sale and purchaser of the Prope11y, and (4) such
information as is requested for the closing agent to file IRS Form 1099-S.
9. Expenses and Prorations. All real property ad valorem taxes applicable to the
Propel1y shall be prorated between Seller and Purchaser as of midnight of the Closing Date, said
proration to be based upon the most recently available tax bill for the Property; provided, however,
that the patties agree to 1'e-pl'01'ate the taxes between themselves, if necessary, upon receipt of the
aotual tax bill for the Property fot' the year of closing. Seller shall pay all transfer taxes due and
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payable in cOlmection with the transfer of the Property. Purchaser shall pay for the recording of
the Trustee's Deed. as well as the premium and other costs and expenses related to the Title
Commitment. All other closing costs and expenses shall be paid by Purchaser; provided, however,
that the parties shall be responsible for their own attorney's fees.
10. COJ1diti~)1ls ~recedent. Notwithstanding anything contained ill this
Agreement to the contrat'y, PU1'chaser's obligations hereunder are expressly conditioned upon the
ftdfilhnent, to Purchaser's satisfaction, in Purchaser's sole discretioll, prior to closing, of each of
the conditions specified In this Paragraph (the "Conditions Precedent "),
(8) Purchaser shall have access to the Propelty fOl' purposes of ingress and
egress from a public road, as coordinated with the State ofOeorgla) Department ofTransportatioll,
and Rlclul10nd County, Oeorgia;
(b) Purchaser shall be satisfied that it will be able to develop the Propeliy for
the Intended Use;
(c) All engineerlng) soil and envil'Onmental tests and other inspection results
shall be acceptable to Purchaser;
(d) The Bankruptcy Court shall have entered the Sale Order and any stay period
applicable to the Sale Order shall have expired or shall have been waived by the Bankruptcy
Court. FOl' purposes of this Section 1 O( d) ClSale Ordertl shall mean all order or orders of the
Bankruptcy Court in fOlln and substance acceptable to Purchaser and Seller approving this
Agt'eement and all of the terms and conditions hereof) and approving and authorizing Seller to
consummate the transactions contemplated hereby. Without limiting the generality of the
foregoing. such order shall find and provide. among other things, that (i) the Property sold to
Purchaser pursuant to this Agreement shall be transferred to Purchaser free and clear of aU liens
and encumbrances (other than liens created by Purchaser and Permitted Exceptions) and claims;
(ii) Purchaser has acted in "good faith" within the meaning of Section 363(m) of the Bankruptcy
Code; (Hi) this Agreement was negotiated, proposed and entered into by the parties without
collusion) in good faith and from arm's length bargaining positions; (iv) the Bankruptcy Court
shall retain jul'isdictiOl1 to resolve any contl'Ovel'sy 01' claim arising out of 01' relating to this
Agreement, 01' the breach hereof; and (v) this Agreement and the transactions contemplated hereby
may be specifically enforced against and binding upon. and not subjeot to rejection 01' avoidance
by~ Seller 01' any chapter 7 or chapter 11 trustee or other representative of Seller;
(e) Seller shall have submitted to the Georgia Envil'Omnental Protection
Division ("OEPDU), in fOrol and substance satisfactory to Purchaser, a completed Hazardous Site
Response Act ("HSRAU) notification form disclosing all contaminants requiring disclosure under
HSRA and shall have obtained fl'Olll GEPD) in form and substance satisfactory to Purchaser, a
"No Listing Letter" notifYing Seller that a release ex.ceeding a reportable quantity has not occul'1'ed
at the Property and that the Property will not be placed on the fIazardous Sites Inventory;
(f) Purchasel' shall have submitted an application for, and shall have received
from GEPD) a limitation of liability letter pursuant to the Georgia Hazardous Site Reuse and
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Redevelopment Act (O.C.G.A. ~12-8-200, el seq.) in form and substance satisfactory to
Purchaser;
(g) Purchaser shall have received all permits, licenses, certifications, and
approvals necessary' for Purchaser to develop and operate the Pl'Opel'ty for the Intended Use
including, without limitation, such permits, licenses) certifications, and approvals necessary due to
the fact that the Property contains floodplain areas and wetland areas;
(h) As a ftnther Condition Precedent, the Property must be approved by all state
or federal agencies that must approve a site acceptable for the Intended Use; and
(i) Purchaser recognizes that Seller has a pre-existing agreement to convey to a
third pat'ly a non-exclusive ingre~s and egress easement across the Pl'Opel'ty with the conveyance
of 15 acres owned by Seller alld located adjacent to the Property. Seller shall cooperate Witll the
Purchaser in establishing the t'innllocation of the non-exclusive easement for ingress and egress,
so that said easement is located in an area that is acceptable to Put'chaser.
(j) Satisfaction of Conditions. All of the Conditions Precedent shall be
deemed satisfied if waived in writing by Purchaser or if Purchaser consummates the purchase Rlld
sale tl'ansaction contemplated herein.
11. Representations and Warranties of SeHer. Trustee does 110t have adequate
knowledge nor autho1'ity to provide representations and wan'anties regarding the Property. T111stee
has provided documentation or made same available to PUl'chaser and Purchaser's consultants
regarding the physical and environmental condition of the Property. The Trustee has no
knowledge of and has conducted 110 specific inquiry into the status of title, special assessments, 01'
pending eminent domain or other legal pl'oceedings involving the Property, beyond the pending
bankruptcy. The Propel'ty is sold "as-is" except with such representations and warranties as are
expressly contained in this Agreement and affirmed in the Sale Ordel'.
12, Representations and Warranties of Purchaser. Purchaser represents and Wall'ants to
Seller the following:
(a) Due Execution, Any and all actions required by Put'chaser to authorize the
execution and delivery of this Agreement and the consummation of the transaction contemplated
herein have heretofore been taken) and this Agreement shall constitute a valid and binding
agreement, enforceable against Purchaser in accordance with the terms hereof.
(b) Continpation of Representations and Warr~nties. Purchaser shall take) 01'
cause to be takcn, all actions necessary to cause the foregoing warranties and representations to
remain true and conect) in all respects, continuously fl'Om the date hereof through the date of any
closing occurring hereunder, and shall refrain from taking any action which may cause) or threaten
to cause, any such warranties and repl'esentations to become incorrect 01' untl'Ue at any time during
such period. AU slIch representations and warranties shall be reaffirmed by Purchaser as true and
con'ect as of the Closing Date.
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13. At!reements of Seller/No Alter~tion of Property. Sellel' hereby agrees that. with the
exceptioll of the Permitted Exceptions, from and after the date hereof until the Closing Date. Seller
shall not, without the prior written consent of Purchaser. change or aher the physical condition of
the Property, remove any tl'ees, 01' grant or otherwise create 01' consent to the cl'eation of any
easement, restriction, lien. assessment 01' enoumbrallce affecting the Property 01' any portion or
portions thereof. 01' pursue 01' consent to the pursuit of any re-zoning of the Propel1y or any portion
or p01iions thereof or take any action that reduces the value of the Property without the express
prior written consent of Purchaser.
14. Break-Up- Fee. In consideration for purchaser having expended considerable time
and expense in cOlUlection with this Agreement and the negotiation thereof and the investigation
and assessment of the Pl'Operty. if Seller accepts a competing bid for the Property, then within Olle
business day following closing the sale of the Property pursuant to such competing bid Seller shall
pay Purchaser a breakwup fee in an amount equal to $240,000,00 (the "Break-Up Fee"). SeHer
shall file a motion for approval of the Break-Up Fee with the Ballkl'Uptcy Court. (NOTE: Intent
here is to reimburse Purchaser for all out-of-pockets).
15. D~fa\1lt.
(a) Default by Seller. If Sellel' fails to comply with or perform any of the
agreements or obligations to be performed by Seller under the terms and provisions of this
Agreement, 01' if Seller's representations set forth in this Agreement are, 01' become, untrue,
Purchaser shall be entitled, upon giving written notice to Seller as herein provided, to terminate
this Agreement. Upon any such termination, all Eamest Money andlor the Deposit shall be
retumed to Purchaser immediately and this Agreement and all rights and obligations created
hel'eunder shall be deemed of no further force or effect.
(b) Default by Purchaser. If Purchaser fails to comply with or perform any of
the covenants, agreements 01' obligations to be performed by Purchaser under the terms and
provisions of this Ag1'eement, 01' if Purchase1"s representations and warranties set f01ih in this
Agreement are, or become, untrue, Seller shall be entitled to receive and/or retain the Earnest
Money and/or Deposit as full liquidated damages for such default, whereupon all rights and
obligations created hereby shall terminate and be of no further force or effect whatsoever.
16. Possession of Property. Seller shall deliver to Purchaser full and exclusive
possession of the Property on the Closing Date.
17. Condemnation. If the Property 01' any portion or portions thereof shall be
taken or condemned by any governmental authority 01' other entity prior to the closing, 01' if
Purchaser receives notice of a proposed taking prior to the Closing Date, Purchaser shall have the
option of either (a) terminating this Agreement by giving written notice thereof to Seller,
whereupon all. Earnest Money and/or the Deposit shall be immediately refunded to Purchaser and
this Agreement and all rights and obligations created hereunder shall be of no further force 01'
effect, or (b) requil'ing Seller to convey the remaining portion of the Propelty to Purchaser
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pursuant to the tel'JUS and Pl'ovisions hereof and to transfer and assign to Purchaser at closing all of
Sellerls right, title and interest In and to any award made or to be'made relating to the Pl'operty by
reason of such condemnation, Seller and Purchaser further agree that Pmchaser shall have the
right to participate in all negotiations with any such governmental authority relating to the
Property or to the compensation to be paid for any portion 01' portions thereof condemned by such
goverlUnental authority 01' other entity.
18. Notices. Demansls. Request 01' Other CommunlcatiollSl1. All notices, demands,
requests, and other communications required or permitted hereunder (individually, a lINotice" 01'
collectively, "Noticesll) shall be in writing 81\d shall be deemed to have been duly given or served
when: (a) delivered in person; (b) mailed by cel1ified or registered mail, postage prepaid and
return receipt requested; (c) served by Federal Express or another similar couriel' service; or (d)
transmitted by facsimile, telex, 01' any other l'eliable means of electronic tl'allsmission (which
specifically does not include Internet electronic mail), so long as the sender receives wl'itten
confirmation of the receipt of same by the recipient's machine. All Notices provided fOI' herein
shall be addressed to the parties at theh' addresses as'set fOlih herein or, if known to be different,'at
the most l'ecent permanent address of the recipient. All Notices shall be effective upon being
deposited in the United States Mail, or if sent by courier, when properly delivered to the couriel',
or if by facsimile, on the date of transmission; provided, however, that the time period in which a
response to any Notice must be given or cure effected, if any, shaH commence to nm from the date
of receipt of the Notice by the addressee thereof. Rejection 01' other refusal to accept or the
inability to deliver because of changed address of which no notice was given shall be deemed to
be receipt of the Notice. By giving at least five (5) days' pdor written notice pursuant to the
provisions hereof, the parties hereto shall have the l'ight ft'om time to time and at any time during
tbe term of tlus Agreement to change theh' respective addl'esses, and each shall have the right to
specify as its address any other addl'ess within the United States of Amel'ica.
19. Assignment. PUl'chaser's rights and obligations under this Agreement may not be
assigned without the prior written consent of Seller.
20. ~urviv9-1 of Provisions. All covenants, warranties and agreements set forth this
Agreement shall sui'vive the execution or delivery of allY an.d all deeds and other documents at any
time executed or delivered under, pursuant to or by reason of this Agreement, and shall survive the
payment of all monies made under, pursuant to or by reason of this Agreement.
21. Miscellaneous Provisions.
(a) No Waiver, No failure of either party to exercise any power given
hereunder 01' to insist upon strict compliance with any~obligation specified herein, and no custom
01' practice at variance with the terms hereof, shall constitute a waiver of either party's right to
demand exact compliance with the terms hereof,
(b) Entire Agreement. This Agl'eement contains the entire agreement of the
parties hereto and supersedes all prior oral 01' wdtten agreements and understandings between
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them with respect to the subject matter hereof. No representations, inducements. promises or
agreements. oral or otherwise, between the parties not embodied herein shall be of any force or
effect.
(0) Anl:end.mcllts. Any amCl1dmcnt to this Agreement shall not be binding upon
all}' of the parties hereto unless such amendment is in wdting and executed by the party against
whom enforcement is sought.
(d) ~uccessol's and Assigns. The provisions of this Agreement shall inul'e to
the benefit of and be binding upon the pal'ties Jlereto and their respective heirs, administrators,
executors, personal representatives, successors and permitted assigns,
(e) Nominees, At the eleotion of Purchaser, this transaction shall be closed in
the name of, and the deed delivered to. its nominee or ])crmitted assigns.
(1) Jime of Essence. Time is of the essence of this Agreement.
(g) Applicable Law, This Agreement and all amendments hereto shall be
gove1'l1ed by and construed undel' the laws of the State of Georgia,
(h) Counterpatts. This Agreement may be executed in multiple counterparts,
each of which shall constitute an original and all of which together shall constitute onc and the
, same agl'eement.
(I) Pronouns. All personal pronouns used in this Agreement, whether used in
the masculine, feminine or neuter gender, shall include all genders, the singular shall include the
plural and vice versa,
(j) Headings, The headings inserted at the beghming of each paragraph are fOI'
convenience only and shall not be considered in,jntel'preting the meaning or the contents of this
Agreement.
(k) Future Cooperation, Seller and Purchaser covenant and agree to execute
and deliver such documents as may be requested by the other party or as may be legally necessary
01' otherwise appropriate to carry out the terms of this Agreement.
(1) Day for Performance. Wherever this Agreement provides for a day or time
period established for performance and such day or the expiration of such tim.e period is a
Saturday, Sunday or legal holiday, then the time for performance shall be automatically extended
to the next business day.
(m) Severabili~y, This Agreement is intended to be performed in accordance
with, and only to the extent penllitted by, all applicable laws, ordinances, rules and regulations. If
any provision of this Agreemellt) or the application thereof to any person 01' circumstance, shall for
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nny reason 01' to any extent be Invalid or \ll\enfol'ceablc, Ihe l'emuinckw of this Agreemont llncllhe
application of slloh provision to olhel' pel'solls 01' circumstances sholl not be affected thereby but
mthel' shall be enfol'oed to the greatest extent pCl'mltted by law,
IN WITNESS WHEREOlr, the partles hove signed and scaled this Agreement as of the
dates set forth below their respeclive slgnalures.
Address:
EDWARD J. COLEMAN, III, AS
TRUSTEE FOR CHAI)TER 7 ESTATE OF
COMMERCIAL AND MILl'l'ARY SYSTEMS
CO" INC., CASE fl04-13305-LWD
;0 L ~e.l) Ttwk
PURCHASER:
COUNTY BOARD OF Ii;DUCATION
OFRIC[IMON~~
By: I}Jj A', . (SEAL)
I~'nes. as Its President
Address:
0/0 Leonard O. Fletcher. JI'.
Fletcher, Harley & FJetchel'
429 Walkel' 8h'eel
A\lgl1s1n, Georgia 30901
(706) 724-0558
(706) 724.4730(fax)
. Attest: , I (-SEAL)
r, Dana T. Bedden, as lis SecrettU'Y
Dnte: June _I 2009
Addl'ess~
AUGUSTA, GEORGIA, R politicllI
subdivision of the Stflte of Geol'gla
By:
(SEAL)
1 as Its
Allesl:
(SEAL)
) as its Secretal'Y
Date: June _' 2009
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any reason or to any extent be invalid or unenforceable, the remainder of this Agreement and the
application of such provision to other persons or circumstances shall not be affected thereby but
rather shall be enforced to the greatest extent pelmitted by law.
IN WITNESS WHEREOF, the parties have signed and sealed this Agreement as of the
dates set folih below their respective signatures.
EDWARD J. COLEMAN, III, AS
TRUSTEE FOR CHAPTER 7 ESTATE OF
COMMERCIAL AND MILITARY SYSTEMS
CO., INC., CASE #04-13305-LWD
Address:
(Seal)
Date: June _, 2009
Address:
c/o Leonard O. Fletcher, Jr.
Fletcher, Harley & Fletcher
429 Walker Street
Augusta, Georgia 3090 I
(706) 724-0558
(706) 724-4730(fax)
PURCHASER:
COUNTY BOARD OF EDUCATION
OF RICHMOND COUNTY, GA
By: (SEAL)
James V. Atkins, as its President
Attest: (SEAL)
Dr. Dana T. Bedden, as its Secretary
Date: June _, 2009
Address:
AUGUSTA, GEORGIA, a political
subdivision of the State of Georgia
Suite 801
530 Greene Street
Augusta, Georgia 30901
By:
Date: JunelG'f,'2009
~\Io\O~
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EKHIPIT "A"
ALL that tract, parcel or lot of land, with all Improvements thereon, situate, lying and being In
Richmond County, GeorgIa, contaIning 84,26 acres, saId property being shown and designated as Tract
'w' on that certain plat prepared by Barry A. Toole, R.L,S., dated August 22, 2007, ("Orlglnal Release
Date"), and last revised June 2, 2009, a copy of said plat being attached hereto and labeled as Exhibit "A~
1" and by reference thereto made for a more accurate and complete description os to the metes,
boundsJ distance and location of said properly.
ALSO, ALL that tract, parcel or lot of land, with all Improvements thereon, situate, lying and
being In Richmond County, GeorgIa, containing 5.92 acres, said property being shown and designated as
Tract "0" on that certain plat prepared by Barry A. Toole, R,L,S.} dated August 22, 2007, ("Orlglnal
Release Date"), and last revIsed June 2, 2009, a copy of said plat Is being attached hereto and labeled as
ExhibIt "Awl" and by reference thereto made a part hereof for a more accurate and complete
description as to the metesJ bounds,locatlon and distances of said property.
Tho parties acknowledge that Seller will convey to Southeast Equipment Company, Inc. and the
Estate of John S. Smith, slmultaneouslv with the conveyance from Seiter to purchaser of Tracts "N' and
liB" described above, a 15 acre tract of land designated as Tract "NJ as on that certain plat prepared for
Southeast Equipment Company by Barry A. TooleJ R.l.S., dated October 13,2006, revised March 3,2009,
II copy of which Is being attached hereto, made a part hereof and labeled as Exhibit "A-2'J and reference
Is thereto made for a more accurate and complete description as to the metes, bounds, distance and
location of said property. The purpose of this conveyance Is to settle and satisfy a Judgment against
Commercial and Military Systems Co., Inc, In addltlon to the 15 acre tract of land, Seller will convey a
non.excluslve easement. Said easement will be a non-exclusive easement, which will be approximately
25 feet In width and follow the shaded area labeled as tlU!' through "L20", and further designated as
"25' Road Rlght-of..Way Easement", as shown on that certain plat prepared by Barry A. Toolo, R.L.S.,
dated August 22, 2007, ("Orlg1nal Release Date"), and last revised June 2, 2009, a copy of whIch Is
attached hereto and made a part hereof and labeled as "A-i" reference Is hereby made to said plat for a
more accurate and complete description as to the metes, bounds, location and distances of said non.
exclusive easement,
Note: The derivation clause will be added to the deed at the tIme of the actual conveyance and
the description will be revised for the purpose of allowing a proper reference to the plat book recording
system for the plats,
EXHIBIT "BU
PLAT OF PROPERTY
. .
The Toole Plat will be attached as Exhibit CCBU upon completion.
Sellees Initials
PUl'chasel"s Initials
EXHIBIT "Cn
PERMITTED EXCEPTIONS
, .
Seller's Initials
Purchaser's Initials