HomeMy WebLinkAbout520 GREENE STREET PARTNERS LLP
OPTION AGREEMENT
State of Georgia
County of Richmond
THIS OPTION AGREEMENT is dated this 21st day of April, 2006, by and
between 520 Greene Street Partners, LLP ("Optionor") and Augusta, Georgia, a political
subdivision of the State of Georgia ("Optionee").
FOR AND IN CONSIDERATION of the sum of $5,000.00 (the "Option Price")
this day paid to the undersigned Optionor by the above named Optionee, the receipt and
sufficiency of which is hereby acknowledged, Optionor does hereby convey and grant
unto Optionee an option, irrevocable for 60 days, to purchase from Optionor the tract of
land described on Exhibit A, hereto attached and by reference made a part hereof,
together with all and singular, the rights, easements, and hereditaments thereunto
belonging or in anywise appertaining and all buildings, fences, structures, and "any and all
other improvements of whateyer nature thereon (all of which shall hereinafter be called
the "Property").
The option granted herein is granted upon the following terms and conditions:
1. In the event that the option is exercised by Optionee, this option shall ripen into
a contract for sale and purchase without the necessity for any further writing with the
terms and conditions contained on Exhibit B.
2. The Option Price of $5,000.00 is to be the consideration paid by Optionee
to Optionor for this option granted herein and is non-refundable for any reason, and the
Optionor shall be entitled to the Option Price without credit or refund of any nature to the
Optionee, except as provided in paragraph 1 of Exhibit B, whether or not the option is
exercised, except as follows:
(i) Optionor warrants and represents that it is the sole fee-simple owner of the
Property and that it is entitled to grant this option and to convey the Property without
lien, encumbrance, claim, or interest of any third party of any nature, except such liens,
encumbrances, claims, and interests disclosed in Paragraph 1 above, and that title to the
Property is marketable as that term is defined in Paragraph 1 above, and that it has no
notice (actual) or knowledge (actual) of any matter which would prevent Optionor from
complying with the terms and conditions of this option, including without limitation the
terms and conditions of Paragraph 1 above. In the event and whether or not the option is
exercised, if one or more of the foregoing warranties and representations should prove to
be breached and false, then Optionee shall be entitled to full refund of the Option Price.
(ii) In the event that the option is exercised and in the further event that the sale is
not consummated because of Optionor's failure, inability, or refusal to perform any of
Optionor's covenants in this Option Agreement, including without limitation those in
Paragraph 1 above, then Optionee shall be entitled to full refund of the Option Price. "
3. The option granted and conveyed herein shall be irrevocable for a period of
60 days from the date of this Option Agreement.
4. Commencing on the date of this Agreement, Optionee, Optionee's agents,
employees and contractors, shall have the right during regular business hours, but without
interfering with operations being carried on upon the Property, to enter the Property, for the
purposes of making surveys, inspections, soil tests and other investigations of the Property.
Optionee shall and does hereby agree to indemnifY, defend and hold Optionor and Brokers (as
that term is herein defmed) harmless from any loss or damage suffered by Optionor and Brokers
or others as a result of the exercise by Optionee of the rights herein granted, including any
damage resulting from the negligence of Optionee or Optionee's agents. However, Optionee
shall not be liable to Optionor for any damages, costs or obligations that may arise due to
such investigations. This indemnity shall survive the rescission, cancellation, termination or
consummation of this Agreement.
5. If not exercised, the option granted herein shall automatically and without
notice terminate at 5 :00 P.M. on the last day of the initial option period if not extended,
or, if extended by agreement of the parties, at 5:00 P.M. on the last day of the extended
option period.
6. The option may be exercised at any time during the option period (initial or
extended, whichever is applicable) by written notice of exercise of option delivered by
Optionee to Optionor. The notice of exercise of option must be delivered no later than
5:00 P.M. on the last day of the option period (initial or extended, whichever is
applicable).
7. Except as may otherwise be provided for in this Agreement, all notices required. or
permitted to be given hereunder shall be in writing and distributed to Optionor and Optionee,
Optionee's counsel and Broker as provided below and shall be deemed delivered either (A) in
person, (B) by overnight delivery service prepaid, (C) by facsimile (FAX) transmission, or (D)
U.S. Postal Service, postage prepaid, registered or certified, return receipt requested, to the party
being given such notice at the appropriate address set forth below:
As to Optionee:
Augusta, Georgia
Attention: Fred Russell
Room 801
530 Greene Street
Augusta, Georgia 30901
with copy to:
Stephen E. Shepard
SHEPARD, PLUNKETT, HAMILTON,
BOUDREAUX & TISDALE, LLP
Suite 104,701 Greene Street
Augusta, Georgia 30901
As to Optionor:
520 Greene Street Partners, LLP
Attention: James W. Purcell
One lOth Street, Suite 700
Augusta, Georgia 30901
Such notices shall be deemed to have been given as of the date and time actually
received by the receiving party. In the event no address for purpose of notice is specified with
respect to a particular party as required by this paragraph, any other party may direct notices to
such party at any business or residence address known to such other party. Any such notice to an
unspecified address shall be effective when delivered personally or, with respect to mailed notices,
upon actual receipt by the party to whom such notice is directed, as shown on the return receipt
thereof.
8. Optionee shall have the right to assign this Option Agreement and the option
granted herein or any interest therein to any person or persons, natural or artificial.
9. This Option Agreement and the option granted herein shall be binding upon the
Optionor and his heirs, personal representatives, successors, and assigns.
WITNESS the hand and seal of the undersigned the day and year first written
above.
520 Greene Street pa~rs, LLP
BY~~
Its: Partner
Optionor
Signed, sealed and delivered in the
presence of
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Unofficial Witness
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Notary Public
Signed, sealed and delivered in the
presence of
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Notal)' PUb/i GeOl gia
My Comm" C,. Columbia Co~~tyl 2006
ISs/on Ex"'~":~' . ,-',so ,
. Augusta, ~:gia /' /_
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1I1.11IilLp., lyl.n(] ilnd bAIng in the ~"l.ty of August.!!, Rir.hmonci
COlin Ly, n(~Drg.1 iJ, on thH south side :,ot:.. GreAne lH.rp.~t
h.'l".w')(~n Hashington cHlel Cen.ter.Streots,..fronting on Oreene
HLrHl-!I'. f.lflvenl:y-six and tout':'1:t}'enths"r(.7~.."4'~'): feet, mora or
lARA, linn flxt.enfling: har;k~;.h~;'ti~w."ih~'hr:R~ij~J>ny pRrllllp.l
lllHH1 Olle .'. hundre{j.,.,..;.SEl.v' .,^ ..i (ty~tl~IV(H1
one-hundred t.hB~;.jt1.71.3;~:"" ";"~:AWi.\~njv~:.i ts :;,
wes tern" sfclij.;;/~Jq~!:'9.n~J.. ,eVen t"y-.s ix ~
one- hundredths,:,d,h7,t~:WZJi . .s"jt~ on . j, ts
AMI t: al'n Bide'" t.o'"'a".re'a r">rlW". 'IlI.J7 f) ') f AFI t. ,
rnot"0 or lFJS13~~'''aiT-a;;:'w'lTF}'i'lM'b .... Pea'r~'1~pon II plat
propi'lred hy Baldwin Engineifrtn(j;:Com[:iany:;;f.datflt! September
9, 1966 and recorded in thelO(f}~~"f.f~tha!' Clerk of the
[ltJpHrJor Court of Richmond: Coui1tY:;~f.,Oeo'rgia, in Realt.y
Rook 33-F, pagPB 90-91, the: tr~c~.h~rji~~onvey~d b~jng
dpwir]ni'll:p.d "fl "Tract F" on sa1d. :p'l,at"~i,arid is the Bame
profl€'rt.y as t.hat. conveyed to ~2q.r.s;tt',een.eYStre-et, Inc. by
dood diltod ,1uly 2, 1962 and_r~cord13d-in,~the aforesaid
C 1 e rk 'sO f f ice 1 n Rea 1 ty Bool( '?~lN;~rp.r9~~') 7 -19.
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AI.,SO, .'.;1.1 t.hose LHO (2) lot~:':;'r "pl~";'~';'is ~;T'land, situate,
lyi.ng and being i.n the city of Aug\lsta, RJchmond County,
r,'1nrgi.a, on Lhe north Hide o( Te1f;.lir Street. between
F,nh i:lnd S.ixt.h StreeLl;l, fronting on said Telfair Street
r;ixty-four ilnd t\,cnty-thre8.one-.,..hundr.edtI1o (64.23')
(f::lp.L, more or less, and':';'':'ext.ending;iy:back between
approx'l lOa tfJl y pa ra Ue 1 line..one. hl!nd';e.d,ae,,~m~.y.~ three and
. f:jiXL.y-two one-hun?redtha ~(lT3;,6~..~)'~~ees~~re or leas,
on ,t.A w0AtArn 11nFl _<!'nO . nn13....l1undt-ed',"sev:enty-!ive,' and .
eighty-five one-'hundra(t~~,(if7:r" ":-'~r.'~' ,re'ot' less, \~::.;,,:,
on i t.s ftaatern, line., to~;ati"'" ifour. :,(&4,')' 'i;;;ffii
feet, more or~lesB~~':r~,~:'Sa':CcH~t" di~a~s'ft-tract~~::,~~~:
c and tract;~~Di"h;O~:);Rii4'ot'1i" 'hoHi'AAH na:;;:;~'
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a nd'i a : ttl~:same;,pr:ope]Ey,!a'if: 2-(jlfG'Ei!.i'~n'''''''
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on the Nort:h by proper"-y ot. 520 Gt'I,lP.lne str"1et:, Inc. and
property no~ "1' formerly of St. J. CUllum, on tho East by
Tract "A" of. tll/J plAt. a~()V/J retllrr'lSd to, on tll\:l South by.
Te'.fair S~reet, and on the West by' Traot "e" of tha plat
ab\lve r$ferred ~o. 1'11i.. is the sam. property conveyed to
Juuk E. McGahee ~nd Paul K. Plunkett by E. D. Fulcher,
Gould B. Hac;;ler, '\lnd J. . Walke17 Harper by deed dl'\ted
Octubr.r U, 1966 3.nd raoordo.1 in Realty Book 13-H, paqes
13-14, in the atorementioned Clerk's Office.
Al. . being h.rewith ~OnV&Y.d is all ot the right, title,
interest and equit.yoe ,th\\_party ot the fiX'st part 1n and
to an eafieme!1t. .o!.r'a",~tdl','of'l~n.~ four and four-tentbs -
(4.4)' feet:~~~in;~\t."Width~ltadjcd.ning~thQ above. dr..lcrib..c::\......c. '
. property on. 'tho Ea81:~r.xt8i1dinC1:'f.ba.qk:..Northwarcny 9f .v.n~' . " .
width tram: '1'.ltd'J!'~sttC.~ ~:lt:dbt:anc.l' of ,::115., ~.et w~ich,~.:\ H !,
easement walil{acquir8c!"" ,! i'dJIl1!520:are.n. .St:r..~';1l .
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BIld mall llIIlI Sout1uIm bmmdary u. of pIIlJWl;y _ Ql' ftlmulrIy a:fClal\nm D.
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prtJ\!l91tjr now orfurmerl}' of~ a~.4f 11:5.3 feet Ill.an Wi! phi I)c\ tbil
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Tellair~4~"""1Cl4.4~ IQttJe: POINtOp~. Sllid~
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Exhibit B
1. PURCHASE PRICE AND METHOD OF PAYMENT:
The purchase price of the Property shall be $1,350,000.00, to be paid as follows:
All cash at closing. The amount of the Option Price ($5,000.00) and any additional
sums paid for any extension shall be credited against the purchase price.
2. WARRANTY OF TITLE:
Optionor represents that Optionor presently has good and marketable, fee simple title to
the Property, and at the time the sale is consummated, Optionor agrees to convey good and
marketable, fee simple title to the Property to Optionee by general warranty deed. Good and
marketable, fee simple title is hereby defmed as title which is insurable by a national title
insurance company at its standard rates on an AL T A Owner Policy, without exception other
than the following "PerrnittedTitle Exceptions": (A) zoning ordinances affecting the Property;
(B) general utility, sewer and drainage easements of record upon which any buildings on the
Property do not encroach; (C) subdivision restrictions of record; (D) current city, state and
county ad valorem property or special property and sanitary taxes not yet due and payable; and
(E) leases, other easements, restrictions and encumbrances specified in this Agreement or any
exhibit incoIporated herein.
3. TITLE EXAMINATION - INSPECTION PERIOD
Optionee shall have not less than sixty (60) days from the date of the option
agreement to which this is attached to examine title, investigate the suitability of the
subject property for its intended use by Optionee, and notify Optionor of objections.
During this time Optionee, at its sole expense, shall make inquiry and satisfy itself as to
the following:
(a) Approval of the site under consideration as suitable for its intended
purpose. .
(b) An engineering and site plan of design, drainage, etc that allows Optionee
to operate its intended use on this real property.
(c) Verification that the Richmond County Zoning Ordinance in effect for the
subject property permits the intended use of the property.
(d) That all necessary utilities are available.
(e) Obtain a boundary and topographical survey at Optionee's expense.
(f) Obtain a title insurance commitment without any materially adverse
exceptions, or confirm that such a title insurance commitment may be
obtained.
(g) Conduct such soil tests as Optionee deems appropriate.
(h) Obtain an environmental audit acceptable to Optionee.
(i) Determine that acceptable access is available, including such easements
for ingress and egress as may be necessary.
G) That a marketable title, in Optionee's sole discretion, exists.
(k) That all necessary corporate/governmental approvals are granted.
Optionor shall have five (5) days after receipt of such objections to satisfy all valid
objections, and if Optionor fails to satisfy such valid objections or if the aforesaid conditions are
not cured and/or satisfied within said five (5) days, then at the option of the Optionee, evidenced
by written notice to Optionor, (A) this Agreement shall be null and void, or (B) Optionee shall
waive such objections and proceed to closing in which event any such waived objection shall
become a Permitted Title Exception. In the event that Optionee fails to make such election
within fifteen (15) days from the date of Optionee's notification to Optionor of such objection it
shall be deemed to have selected (B) above.
Closing Location and date:
Closing shall take place at the offices of Shepard, Plunkett, HalIlilton, Boudreaux
& Tisdale, LLP, 701 Greene Street, Suite 104, Augusta, Georgia 30901 within 15 days
from the date that Optionee provides written notice to Optionor that Optionee is
exercising its Option rights, or on the sixtieth day from the date of this Option
Agreement, whichever is earlier.
4. WARRANTIES:
Optionor represents that, except for matters previously disclosed to Optionee in
writing, to the best of Optionor's knowledge, (A) there are no existing or proposed governmental
orders or condemnation proceedings affecting the Property and Optionor has received no notice of
any such orders or proceedings; (B) other than a portion of the Property's prior use as a service
station, the Property has neve:..' been used for the use, discharge, or storage of any hazardous
material or any landfill for garbage or refuse, dump, stump pit, or other similar purposes; and (C)
except as stated in Optionor's Phase One Environmental study, a copy of which has been made
available to Optionee, the Property is free of any underground storage tanks, petroleum product
contamination, hazardous substance, asbestos, contaminants, oil, radioactive or other materials,
the removal of which is required, or the maintenance of which is required, or the maintenance
of which is prohibited, penalized, or regulated by any local, state, or federal agency, authority, or
government unit.
In the event that Optionor receives notice of any hazardous materials on the
property or any violation affecting the use of the property or that allY eminent domain
proceedings are pending or contemplated against the real property which is the subject of
this contract after the date of the execution of this agreement and prior to closing
Optionor shall notify Optionee within 3 business says. Optionor is under a continuing
duty to disclose same to Optionee.
4.1 Additional representations and warranties of Optionor:
1. Authority. Optionor or Optionor's agents have the right power and
authority to execute this agreement.
2. Optionor is not in bankruptcy.
3. There are no leases on any part of the property, except the current
lease to Fulcher Hagler LLP.
4. Litigation. There is no action, suit or proceedings pending
(including but not limited to an action in eminent domain or condemnation) to the best of
Optionor's knowledge, threatened by any organization, person, individuals or
governmental agency against Optionor with respect to the property, except as provided
on Exhibit B.
5. No Liens. To the best of Optionor's knowledge, all contractors,
subcontractors or other persons furnishing material or supplies, or professional services
respecting the property that is the subject of this agreement by or at the interest of
Optionor have been paid in full and have no grounds to file a lien against Optionor.
6. Proceedings Affecting Access. To the best of Optionor's
knowledge, Optionor has not been notified that there are any pending proceedings that
could have the effect of limiting access to the subject property and any adjacent property
roads.
7. Taxes. All property taxes are to be filed by Optionor related to the
property have been paid and timely filed.
8. Violations of Laws. To the Optionor's knowledge there is and are
no violations of any Federal or State law or Richmond County ordinance respecting
propelty.
5. AGENCY DISCLOSURE:
Optionee and Optionor acknowledge that Sherman & Hemstreet has served as the
Real Estate Broker in this transaction and that Optionor shall be responsible for the
payment of any commissions due such Broker, and Optionor shall pay and hold harmless
Optionee from any claim for real estate commissions in this transaction.
6. ASSIGNMENT:
Optionee shall have the right to assign this Option Agreement and the option
granted herein or any interest therein to any person or persons, natural or artificial.
7. BINDING EFFECT:
This Agreement shall bind and inure to the benefit of Optionee, Optionor, and their
respective heirs, executors, legal representatives, successors and assigns.
8. RESPONSIBILITY TO COOPERATE:
Optionee and Optionor agree that such documentation as is reasonably necessary to
carry out the terms of this Agreement shall be produced, executed and/or delivered by such
parties wifujn the time required to fulfill the terms and conditions of this Agreement.
9 NOTICES:
Except as may otherwise be provided for in this Agreement, all notices required or
permitted to be given hereunder shall be in writing and distributed to Optionor and Optionee,
Optionee's counsel and Broker as provided below and shall be deemed delivered either (A) in
person, (B) by overnight delivery service prepaid, (C) by facsimile (FAX) transmission, or (D)
U.S. Postal Service, postage prepaid, registered or certified, return receipt requested, to the party
being given such notice at the appropriate address set forth below:
As to Optionee:
Augusta, Georgia
Attention: Fred Russell
Room 801
530 Greene Street
Augusta, Georgia 30901
with copy to:
Stephen E. Shepard
SHEPARD, PLUNKETT, HAMILTON,
BOUDREAUX & TISDALE, LLP
Suite 104, 701 Greene Street
Augusta, Georgia 30901
As to Optionor:
520 Greene Street Partners, LLP
Attention: ' James W. Purcell
One 10th Street, Suite 700
Augusta, Georgia 30901
Such notices shall be deemed to have been given as of the date and time actually
received by the receiving party. In the event no address for purpose of notice is specified with
respect to a particular party as required by this paragraph, any other party may direct notices to
such party at any business or residence address known to such other party: Any such notice to an
unspecified address shall be effective when delivered personally or, with respect to mailed notices,
upon actual receipt by the party to whom such notice is directed, as shown on the return receipt
thereof.
11. TIME:
Time is of the essence of this Agreement.
12. ENTIRE AGREEMENT; AMENDMENT:
This Agreement constitutes the sole and entire agreement between the parties hereto with
respect to the subject matter hereof, and no modification of this Agreement shall be binding
unless signed by all parties to this Agreement. No representation, promise, or inducement not
included in this Agreement shall be binding upon any party hereto.
13. MISCELLt\NEOUS:
A. Real Estate taxes on the Property for the calendar year in which the sale is closed
shall be prorated from the 2005 tax bill on the site based on time and area as of the date of closing.
B. Rents and utilities, including all sanitary sewer, taxes and charges applicable to
the Property, shall be prorated as of the date of closing. All tenant security deposits shall be
delivered by Optionor to Optionee at closing, and Optionee shall sign an agreement at closing to
hold Optionor harmless against claims regarding such transferred security deposits.
C. Optionor shall pay the State of Georgia property transfer tax.
D. If the time period by which any right, option or election provided under
this Agreement must be exercised, or by which any act required hereunder must be
performed, or by which the closing must be held, expires on a Saturday, Sunday or legal
holiday, then such time period shall be automatically extended to the close of business on
the next regular business day.
E.
closing.
Possession of the Property shall be granted by Optionor to Optionee at
F. Conditions precedent to the obligation of either party to close hereunder, if any,
are for the benefit of such party only, and any and all of said conditions may be waived in the
discretion of the party benefited thereby.
G. Optionor and Optionee agree to comply with and to execute and deliver such
certifications, affidavits and statements as are required at the closing in order to meet the
requirements ofIntemal Revenue Code Section 1445 (ForeignlNon-Foreign Sellers).
H. This Agreement shall be construed under the laws of the State of Georgia
I. Optionor to provide any updated, supplemented or newly created
documents which are contained in the following list:
1. Most recent property tax assessments and tax bills.
2. All environmental (hazardous substances), engineering, physical
inspection, marketing and feasibility studies, assessments and reports, including any wetlands
reports. See attached.
3. A written summary of all pending or threatened litigation, insurance claims and
notices of legal violations, together with the pertinent notices, demands, pleadings and other
documents.
Signed, sealed and delivered in the
presence of
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Unofficial Witness
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Signed, sealed and delivered in the
presence of
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Unofficial Witness ~ I' /
Y;~W t:) 7n91~'
Notary IM,lic ,
-'N t ry P b Georgia
::. ~ a co;: ~ic, Columbia county. 2006
y miSSion Expires Aug. \.
B
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Optionor
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