HomeMy WebLinkAbout520 GREENE STREET PARTNERS LLP REAL ESTATE PURCHASE AGREEMENT
Exhibit A
REAL ESTATE PURCHASE AGREEMENT
State of Georgia
County of Richmond
THIS REAL ESTATE PURCHASE AGREEMENT is dated this I r day of re J
2007, by and between 520 Greene Street Partners, LLP ("Seller") and Augusta, Georgia,~
political subdivision of the State of Georgia ("Purchaser").
FOR AND IN CONSIDERA nON of the terms stated herein below Seller does hereby
agree to convey and grant unto Purchaser, and Purchaser does hereby agree to purchase the tracts
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
whatever nature thereon (all of which shall hereinafter be called the "Property").
(Legal Description Attached)
1. PURCHASE PRICE AND METHOD OF PAYMENT:
The purchase price of the Property shall be $1,050,000.00, to be paid as follows: All
cash at closing.
2. WARRANTY OF TITLE:
Seller represents that Seller presently has good and marketable, fee simple title to the Property,
and at the time the sale is consummated, Seller agrees to convey good and marketable, fee simple title to
the Property to Purchaser by general warranty deed. Good and marketable, fee simple title is hereby
defined 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 "Permitted Title 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 incorporated herein.
3. TITLE EXAMINATION - INSPECTION PERIOD
Purchaser shall have not less than Fifteen (15) days from the date of this agreement to
examine title and notify Seller of objections. During this time Purchaser, at its sole expense,
shall make inquiry and satisfy itself as to the following:
4. WARRANTIES:
(a) Verification that the Richmond County Zoning Ordinance in effect for the
subject property permits the intended use of the property.
(b) That all necessary utilities are available.
(c) Obtain a title insurance commitment without any materially adverse
exceptions, or confirm that such a title insurance commitment may be obtained.
(d) Determine that acceptable access is available, including such easements
for ingress and egress as may be necessary.
(e) That a marketable title exists.
Seller shall have five (5) days after receipt of such objections to satisfy all valid objections, and if
Seller 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 Purchaser, evidenced by written notice to Seller, (A)
this Agreement shall be null and void, or (B) Purchaser shall waive such objections and proceed to clos-
ing in which event any such waived objection shall become a Permitted Title Exception. In the
event that Purchaser fails to make such election within five (5) days from the date of Purchaser's
notification to Seller 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, Hamilton, Boudreaux &
Tisdale, LLP, 701 Greene Street, Suite 104, Augusta, Georgia 3090l within 30 days from the
date hereof.
Seller represents that, except for matters previously disclosed to Purchaser in writing, to the
best of Seller's knowledge, (A) there are no existing or proposed governmental orders or condemnation
proceedings affecting the Property and Seller 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 never 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 Seller's Phase One Environmental study,
a copy of which has been made available to Purchaser, 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 Seller receives notice of any hazardous materials on the property or any
violation affecting the use of the property or that any 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 Seller shall notify Purchaser within 3 business
says. Seller is under a continuing duty to disclose same to Purchaser.
2. Seller is not in bankruptcy.
4.1 Additional representations and warranties of Seller:
1. Authority. Seller or Seller's agents have the right power and
authority to execute this agreement.
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 Seller's
knowledge, threatened by any organization, person, individuals or governmental agency against
Seller with respect to the property.
5. No Liens. To the best of Seller'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 Seller have
been paid in full and have no grounds to file a lien against Seller.
6. Proceedings Affecting Access. To the best of Seller's knowledge,
Seller 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 Seller related to the
property have been paid and timely filed.
8. Violations of Laws. To the Seller's knowledge there is and are no
violations of any Federal or State law or Richmond County ordinance respecting property.
5. ASSIGNMENT:
Purchaser shall have the right to assign this Real Estate Purchase Agreement or any
interest herein to any person or persons, natural or artificial.
6. BINDING EFFECT:
This Agreement shall bind and inure to the benefit of Purchaser, Seller, and their respective
successors and assigns.
7. RESPONSIBILITY TO COOPERATE:
Purchaser and Seller 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 within the time
required to fulfill the terms and conditions of this Agreement.
10. ENTIRE AGREEMENT; AMENDMENT:
8. 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 Seller and Purchaser, Purchaser's counsel and
Broker as provided below and shall be deemed delivered either (A) in person, (B) by ovemight 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 Purchaser: Augusta, Georgia
Attention: Fred Russell
Room 801
530 Greene Street
Augusta, Georgia 30901
with copy to: Stephen E. Shepard
SHEPARD, PLUNKETI, HAMILTON, BOUDREAUX & TISDALE, LLP
Suite 104,701 Greene Street
Augusta, Georgia 30901
As to Seller: 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.
9. TIME:
Time is of the essence of this Agreement.
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.
- SIGNATURES FOLLOW NEXT PAGE-
11. MISCELLANEOUS:
A. Real Estate taxes on the Property for the calendar year in which the sale is closed
shall be prorated from the 2006 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
Seller to Purchaser at closing, and Purchaser shall sign an agreement at closing to hold Seller harmless
against claims regarding such transferred security deposits.
C. Seller 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. Possession of the Property shall be granted by Seller to Purchaser at closing.
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. Seller and Purchaser 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 of
Internal Revenue Code Section 1445 (Foreign/Non-Foreign Sellers).
H. This Agreement shall be construed under the laws of the State of Georgia.
1. Seller to provide or has provided 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.
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
~&.- Q~
Unofficial Witness ..,
~~
Notary Public
Signed, sealed and delivered in the
presence of
t3,(L7'~ td m~
Unoffici Witness .
YJ~/J' Ii) YnmaLUdL
Notary P~-'-
!\Jowry Pi'h",., ~
My 'co~'~j~~ion EXPire~'~~~~7?~g~ja
~
520 Greene Street Partners, LLP
By: Y-z:-~
~ Its: Partner
Seller
Augusta, Georgia
By: ~flM:;: ~~
Attest: ;} ~
By: c1fIjifi W~/
Purchaser
~
...n the NorUt by propert.y of. 520 G~I,)E\ne Str"let:, Inc. and
property nOy'.I,r fOrll\erly of St. J. CUllulIl, on tho EAst by
1'r~~ "A" of t~. plAt. a:,ov'll referred. to, on tlt~ South by.
'l'eUair St:reet, and on tne West by' Tract lie" of thoa plat
<\D.Jve rdferrllld ~b. '!'hiM i. the 'same property ctlnveyed to
JUu~ E. MCGahee nnd ~aul K. Plunkett by E. D. Fulcher,
Gould B. H21qler, ~:Ic1 J. ,Wdke1: Harper by deed dllted
bctob~r 14, 1966 ~nd r.carda~ in ReAlty Book jJ-H, pages
13-14, in ~he aforementioned Clerk's Office.
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AI. . beinq herewith aonv~Y.d is All of ti.e riqht, title,
interest and equit.y 'o! .t.hl\.party ,of the first part 1n and
to An easement' av.r'al'l:tri\,~'of'land four and tour-tenth. .
(.. . ..), het~~~in,m.width~i.dj~1ning~thCl above. c1'~.cribf!~. ,- '( . ,l
..., property ori"tho E~!t."f8xt.iuUn9.'f,~a.Qk~'HQrthwarc11y 9t..ev.n~; - :
width fro.' '1'.1td~,dttl:... ~lf:t.dlllt-ano.t of ~ll!S:.t.e1: w~ic:h;.~ If I'
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111.I11i1LP., l~dnQ and bAIng in the~'l.tyof. AU9Uf.lt.a, R,ir.hmoncl
r:IlIlI\Ly, (lHDrgJiJ. on I'.hB soutt! EJide"o~" Grellne 9t.rflEit
h,'tw~f.'ln Nashingl:.ol'l And Cen.i:.e!;,,,St.rel!lt.s,,tronting on Greene 'l!<.
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w,. tor"'; i"..j'~U.il:W". ......v'" .y-",x " ;;,
one- hundred,~J(s~,,(:Ji!7di;l!7' (s"j~on ,j,ts ~'.: ~.,:
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mOl"A (Ir lElB13'7"iji'i'-D'!3:"w'1ff. ..'1JpOn R plat "l!llf'
nrepilred by Baldwin Etlgi,ne"irr;:tngll dmp'any.:~tnat~u september .....~r
9. 1.966 and recorded, in' th~toMh1~.!!ff.f~fhel'Clerli: of the
3lJpfJrJo!:' Cour.t or Rlchmond: countY'i~:Gel.lrgia, in Reslty
Rook 33-f, pagP8 90-91, the: tt~c(,h~ril~~onYey~d b~jng
d(~fd(Jn;;t:p.d illl '''Tract: Fit on aa1d :p.l,:at"~~,arid i.s the same
propE'rly as t.hat conveyed t'o ~:a,Q.~JjJ~t',een~t~tre~t, Inc. hy
rlC'lorJ r.Iilt.C:1d .Tuly 2, 1962 and_rAcordad-in,;'the aforesaid
Clerk'sOCflce in Re'alty Booj(.:(8,..;N';;,Tpages~i17-l9.
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.:\l,SO', .~ll l:.hOSfJ L\w (;l) 10t9"01' papc'els ,9[. land, sit.uDte.
1 ying and being j,n the Ci ty of AugllS ta /' 'Richmond County /
r,Hnrgi,a, on the norLh Hide oC Telfltlr Street. between
FiCth and SJxth 9treel~. frontiho on said TelCaIr Street
nixty-four and L"enty-thr~e .one-,...hundr.edtI1o (64.23')
Caf:ll, more or less, a nd,;'';;'extefldingw;Y:back between
~?pr.ox'llOa tely para 11e 1 line,.,,?,ne. hlJnrlFe,d~~'.n~.y.,. three and
. sfXL,y-two one-hun?redths;.n:?3,~.9<tn~~ee~~Cl)re or l,eBB /
nn 1 t.R WARt,Arn 11 nR 'Inri' nn'13 ,"'In,ln " 'fsev,ehty-f! ve.' and' .
eighty-five one-'hund;ad:~,~@;,7:5"~9i ',l;e'o1' ~eBs, ~,~:'.;f':,
o~ its eaoter,n., l~ne,,;tq,~it~\k" ,,- ~p.ur,,:t~6.4,',:r.'~
feet, more ot""'lesBj';;r:::.S'aidiit d'as "tract:
C and tract.>iilDlth' o'n:;,l:'iii'~" 1:11 . 1ibfii'A'AH no
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a f.Q~. e f.l ~ i'<t$:~.!..~~;~~~1;f~..~1'j "a,~~:..~,R;~~~~
and, is tn~r..same_,.pr:ope,t1. '520...GIl'~en
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