HomeMy WebLinkAboutGOLDEN EAGLE PROPERTIES INC REAL ESTATE AGREEMENTREAL ESTATE SALES AGREEMENT
I. PURCHASE AND SALE Augusta - Richmond County, also known as Augusta,
Georgia, the undersigned purchaser ( "Purchaser "), agrees to buy and Golden Eagle
Properties, Inc., the undersigned seller ( "Seller "), agrees to sell all that tract of land in the
County of Richmond, State of Georgia, known as 1832 & 1834 Wylds Road and more
particularly described-in Exhibit "A" attached hereto and by this reference made a part hereof,
together with all improvements, easements, rights of way, licenses, privileges, hereditaments
and appurtenances, if any, inuring to the benefit of such property, including without limitation,
all abutter's rights to title and underlying roadways adjacent to such property, and any mineral
subsurface or air rights (collectively, the "Property "). Exhibit "A -1" contains a depiction of
the Property.
II. PURCHASE PRICE AND METHOD OF PAYMENT The ( "Purchase Price ") of the
property shall be Seven Hundred Fifty Thousand and No /100 U.S. Dollars ($750,000.00), to
be paid in Federal Funds or cash equivalent at closing.
III. EARNEST MONEY Purchaser has paid to Broker as escrow agent Ten Thousand and
No /100 U.S. Dollars ($10,000.00) by check, the receipt of which is hereby acknowledged by
Broker, as "Earnest Money" which Earnest Money shall be applied as part payment of the cash
portion of the Purchase Price of the Property at the time the sale is consummated. If
Purchaser's check for the Earnest Money is returned by Purchaser's bank for any reason,
Holder shall promptly give notice of the same to Purchaser and Seller. Purchaser shall have
three (3) banking days after receiving such notice to deliver good funds to Holder. In the event
Purchaser does not timely deliver good funds, Seller shall have the option to declare this
Agreement null and void by written notice to Purchaser and Broker. It is agreed by all Parties
that Broker shall not be required to deposit Earnest Money until this Agreement has been
accepted and executed by all Parties. Purchaser and Seller understand and agree that Broker
shall deposit Earnest Money in Broker's escrow trust account within five (5) banking days
following the execution of this Agreement by all parties. The parties to this Agreement agree
that Broker may deposit the earnest money in an interest - bearing escrow trust account and that
Broker will retain the interest earned on said deposit in lieu of escrow fees and to defray cost of
administration. The parties to this Agreement understand and agree that the disbursement of
Earnest Money held by the Broker as escrow agent can occur only: (A) at closing; (B) upon
written agreement signed by Purchaser and Seller ; (C) upon court order; (D) upon the failure
of any contingency or failure of either party to fulfill his obligations as set forth in this
Agreement; or (E) as otherwise set out herein or allowed by state law governing this
Agreement. In the event of a dispute between Purchaser and Seller, sufficient in the discretion
of Broker to justify court intervention, Broker shall be entitled to interplead all or any disputed
part of Earnest Money into court, and thereupon be discharged from all further duties and
liabilities hereunder. The filing of any such interpleader action shall not deprive er of any
of its rights under this Agreement. Purchaser and Seller agree that Broker all be entitled to
be compensated by the party who does not prevail in the interpleader action for its costs and
expenses, including reasonable attorneys' fees, in filing said interpleader action.
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IV. CLOSING The purchase and sale of the Property shall be closed on or before
March 8, 2010 at a time no later than 5:00 PM in the office of Augusta's Law Department,
501 Greene Street, Suite 302, Augusta, Georgia 30901 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
5:00 PM on the next regular business day.
V. 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 limited 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 A.L.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, special 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. Seller represents that there are no leases on the Property and that
the Property is vacant.
VI. CLOSING COSTS Purchaser shall be responsible for all recording fees on recordable
documents, surveys and the payment of Purchaser's attorney's fees. Seller shall pay all
accrued water, sewer, and other utility charges. Seller shall pay all real estate taxes and
assessments, which are now due or become due prior to the Closing Date. Taxes not yet due
and payable at the Closing Date shall be prorated on a per diem basis as of 11:59 p.m. on the
Closing Date on the basis of the calendar year for which the same are levied or assessed. If the
rate of any such taxes or assessments shall not be fixed before the Closing Date, the adjustment
thereof at Closing shall be upon the basis of one hundred percent (100 %) of the taxes for the
preceding calendar year, and there shall be no later re- proration. Any other adjustment,
including adjustments for rents, security deposits, profits, and the like, shall be allowed and
apportioned as of the Closing Date. Purchaser shall be responsible for any rollback taxes or
other assessments due and real estate transfer taxes.
VII. TITLE EXAMINATION Purchaser shall move promptly and in good faith after acceptance
of this Agreement to examine title to the Property and to furnish Seller with a written statement
of objections affecting the marketability of said title other than the Permitted Title Exceptions.
Seller shall have a reasonable time after receipt of such objections to satisfy all valid
objections, and if Seller fails to satisfy such valid objections within ten (10) days time, then at
the option of the Purchaser, evidenced by written notice to Seller: (A) this Agreement shall be
null and void, and all Earnest Money shall be promptly returned to Purchaser, or (B) Purchaser
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 Purchaser fails to make such
election within thirty (30) days from the date of this Agreement, it shall be deemed to have
selected "B" of Section "6." Good and Marketable title as used herein shall mean title which a
title insurance company licensed to do business in Georgia will insure at its regular rates,
subject only to standard exceptions.
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VIII. WARRANTIES Seller represents that 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) 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) the Property is free of
any underground storage tanks, petroleum product contamination, hazardous substances,
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.
IX. INSPECTIONS Commencing on the date of this Agreement, and subject to the rights of the
tenants, if any, Purchaser, Purchaser'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, including but not limited to, the physical condition of
any improvements and mechanical and electrical systems, leases and service and management
contracts affecting the Property. Purchaser shall and does hereby agree to indemnify, defend
and hold Seller and Broker (as that term is herein defined) harmless from any loss or damage
suffered by Seller and Broker or others as a result of the exercise by Purchaser of the rights
herein granted.
X. APPLIANCES AND MECHANICAL SYSTEMS & MANUFACTURER'S OR
SERVICE WARRANTIES For improved property, Seller warrants and represents that all
appliances remaining with the Property, and the heating, air conditioning, plumbing, and
electrical systems will be in normal operating condition at the time of closing. Purchaser shall
have the privilege and responsibility of making inspections of said appliances and mechanical
systems prior to closing and notwithstanding anything contained herein to the contrary, Seller's
responsibility in connection with the foregoing shall cease at closing. Seller agrees to transfer
to Purchaser, at closing, subject to Purchaser's acceptance thereof and Purchaser's paying any
transfer fees and inspection fees, Seller's interest in manufacturer's warranties, advice
contracts, termite bond or treatment guarantee and /or other similar warranties which by their
terms may be transferable to Purchaser. See Exhibit B "Special Stipulations ".
XI. CONDITION OF PROPERTY Seller represents that at closing the improvements on the
Property will be in the same condition as they are on the date this Agreement is signed by
Purchaser, natural wear and tear excepted. Until closing, Seller shall, at Seller's expense,
maintain in full force and effect the same fire and extended coverage insurance carried by
Seller on the Property on the date of this Agreement. However, should the Property be
destroyed or substantially damaged before closing, then at the election of Purchaser: (A) this
Agreement may be canceled; or (B) Purchaser may consummate this Agreement and receive
such insurance proceeds that are to be paid on the claim of loss. This election must be
exercised within fifteen (15) days after Seller provides Purchaser written notice of the
insurance proceeds, if any, which Seller will receive on the claim of loss. If Purchaser has not
been so notified by Seller within fifteen (15) days subsequent to the occurrence of such damage
or destruction, or by the date of closing, whichever occurs first, Purchaser may at its option
cancel this Agreement.
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XIL AGENCY DISCLOSURE Purchaser and Seller acknowledge that Broker has acted as an
- agent for Seller, or has acted as a transaction agent and not as an agent for Purchaser with
respect to the transaction contemplated herein. Broker shall not owe any duty to Seller or
Purchaser greater than what is set forth in the Brokerage Relationships in Real Estate
Transactions Act, Official Code of Georgia Annotated Section- 10 -6A -1 et sec for property in
Georgia or those set forth by the state where the Property is located if Property is not in
Georgia. Broker shall have the exclusive right to post signs on the Property.
XIII. REAL ESTATE COMMISSION In negotiating this Agreement, Broker has rendered a
valuable service for which Broker shall be paid a Commission at closing by Seller equal to five
percent (5 %) of the total Purchase Price (including improvements, furniture, fixtures or
equipment if priced separately) as compensation for providing a Purchaser herein, ready,
willing and able to purchase said Property at a price and on terms acceptable to the Seller.
No change shall be made to this Agreement by Purchaser or Seller with respect to the time of
payment, amount of payment, or the conditions of payment of the Broker's Commission
specified in this Agreement, without the written consent of Broker. If this transaction involves
an exchange of real estate, the full Commission shall be paid in respect to the property
conveyed by each party to the other including any qualified intermediary, and any notice of the
dual agency required by state law(s) of the state(s) wherein each property is located shall be
deemed given and accepted by Seller and Purchaser by execution of this Agreement. The
Commission on an exchange shall be calculated on the amount of the fair market value of each
Property as taken in such exchange, according to the agreement between the parties or their
Qualified Intermediaries. If no value is placed on the Property to be exchanged, then according
to the reasonable value thereof which shall not be less than the fair market value of the local
property taxing authority in the jurisdiction of the state where the property is located. In the
event of any exchange, each party shall be regarded as the "Seller" as to the Property conveyed
by each party. Purchaser and Seller each hereby represent and warrant to the other, and to
Broker, that no party other than Broker is entitled as a result of the actions of Seller or
Purchaser, as the case may be, to a Commission or other fee resulting from the execution of
this Agreement or the transactions contemplated herein. Seller and Purchaser hereby agree to
indemnify, defend and hold each other and Broker harmless from and against any and all costs,
damages and expenses, including attorneys' fees, resulting directly or indirectly, from any such
claim arising out of the actions of or contact with Seller or Purchaser, as the case may be,
regarding fees and commissions. This representation, warranty and indemnity shall survive the
rescission, cancellation, termination or consummation of this Agreement.
XIV. DISCLAIMER Seller and Purchaser acknowledge that they have not relied upon the advice
statements or representations, if any, of Broker, or their associate brokers or salespersons, and
shall not assert any claims against Broker involving the same for matters concerning: (A) the
legal and tax consequences of this Agreement in the sale of the Property; (B) the terms and
conditions of financing; (C) the purchase and ownership of the Property; (D) the structural
condition of the Property; (E) the operating condition of any business; (F) the operating
condition of the electrical, heating, air conditioning, plumbing, water heating systems and
appliances on the Property; (G) the availability of utilities to the Property; (H) the investment
potential or resale value of the Property; (I) the financial ability of Purchaser; (J) any
conditions existing off the Property which may affect the Property; (K) any matter which could
have been revealed through a survey, title search or inspection of the Property, environmental
matters or hazardous materials study, flood maps, leases, covenants or restrictions, or other
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information supplied by Broker; (L) the condition of the Property, any portion thereof, or any
items therein; (M) building products and construction techniques; (N) the necessity or cost of
any repairs; (0) termites and other wood infestation or destroying organisms; (Q) the users and
zoning of the Property, whether permitted or proposed; and (P) mold, mildew, or other similar
conditions which might affect the Property. Seller and Purchaser acknowledge Broker is not
an expert with respect to the above matters and that if such matters have been a concern to
them, they have been advised to seek or have sought and obtained independent expert advice
relative thereto. Purchaser shall be responsible for all expert advice and due diligence and
shall hold Broker harmless and indemnify Broker from all claims or actions for information
supplied by Broker which may be subject to change, errors, omissions, or unconfirmed
information.
XV. ASSIGNMENT This Agreement, and the rights and obligations hereunder, may not be
assigned by Purchaser without the prior written consent of Seller, which consent may not be
unreasonably withheld. Notwithstanding anything contained herein to the contrary, however,
any such approved assignee shall assume in writing all of the obligations and liabilities of
Purchaser hereunder and a copy of such assignment shall be provided to Seller in writing
within five (5) business days after it is signed by Purchaser and Assignee.
XVI. BINDING EFFECT This Agreement shall bind and inure to the benefit of Seller, Purchaser
and Broker, and their respective heirs, executors, legal representatives, successors and assigns.
XVII. RESPONSIBILITY TO COOPERATE Seller and Purchaser 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.
XVIII. DEFAULT REMEDIES In the event the sale is not closed because of Seller's inability,
failure or refusal to perform any of Seller's obligations herein, then Seller shall pay the full
Commission to Broker immediately, and Broker shall return the Earnest Money to Purchaser,
which shall not constitute a waiver of any other right or remedy Purchaser may have against
Seller. Purchaser agrees that if the sale is not closed because of Purchaser's inability, failure or
refusal to perform any of Purchaser's obligations herein, then Seller shall have all rights of
equity and law available to Seller to enforce the Agreement, collect damages including all
court costs and legal fees in the event Seller prevails in a court of law and Purchaser shall
forthwith pay Broker an amount equal to the full Commission immediately.
XIX. NOTICES All notices, requests and other communications under this Agreement
shall be in writing and shall be deemed properly given upon delivery by hand or upon delivery
by sender to the applicable carrier if sent, postage prepaid by United States registered or
certified mail, return receipt requested, or by nationally recognized overnight express mail
courier, addressed as follows:
IWIE
As to Augusta, Georgia
Purchaser:
Name: Attn:
Kenneth S. Bray, Staff Attorney
Company: Augusta Law Department
Address:
City /State /Zip:
Phone:
Fax No.:
Cell:
E -mail:
501 Greene Street, Suite 302
Augusta, GA 30901
706 - 842 -5550
706- 842 -5556
kbray@augustaga.gov
As to Seller:
Golden Eagle Properties, Inc.
Name: Attn: Marcia C. Shurley
Company:
Address:
5277 Wyntercreek Dr.
City /State /Zip:
Dunwoody, GA 30338
Phone:
770 - 378 -6072
Fax No.:
Cell:
770 - 378 -1409 John Shurley
E -mail:
ishurley @ghi- cpa.com
As to Broker: Lee Neel
Company Blanchard & Calhoun Commercial
Address: 2743 Perimeter Parkway Fax No:E- (706) 722 -6960
Building 100, Suite 370 Mail: lneel @bccommercial.com
City /State /Zip: Augusta, GA 30907
Phone: (7060 722 -5565
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.
XX. TIME Time is of the essence of this Agreement.
XXI. ENTIRE AGREEMENT AND AMENDMENTS 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.
XXII. MISCELLANEOUS REPRESENTATIONS
A. Possession of the Property shall be granted by Seller to Purchaser at closing subject to the
rights of any tenants.
B. Purchaser, at Purchaser's discretion, shall cause all utility services to be operational on
the date of closing or the day following. Seller shall have no obligation to continue
service of any utility past the day of closing.
C. Conditions precedent to the obligation of either party to close hereunder, if any, is 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.
D. 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) and any local or
state requirements for the sale of property where the ownership entity is not a resident or
is an entity that requires additional withholding of proceeds by the laws of the state where
Property is located.
E. This Agreement may be signed in multiple counterparts each of which shall be deemed to
be an original and shall be interpreted in accordance with the laws of the State of
Georgia. No provision herein, by virtue of the party who drafted it, shall be interpreted
less favorably against one party than another. All references to time shall mean the time
in Georgia.
F. Seller reserves the right to affect a 1031 Tax Free Exchange and Purchaser shall
cooperate provided the exchange does not delay closing. The Purchaser accepts no
additional costs, expenses, liabilities and does not become a part of the claim of title in
the exchange of property. Seller shall be responsible for all Exchange Agreements,
Qualified Intermediary transfers and any matters related to the 1031 Tax Free Exchange.
XXIII. SPECIAL STIPULATIONS Any attached Special Stipulations shall, if conflicting with the
foregoing, control. See Exhibit B
XXIV. THE EFFECTIVE DATE the effective date ( "Effective Date ") of this Agreement shall be
the date and time of the last Party to execute which renders the Agreement binding.
XXV. PURCHASER ACKNOWLEDGEMENT Purchaser acknowledges that Purchaser has
read and understood the terms of this Agreement and has received a copy of it.
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FEB-18-2010 THU 03:24 PM FAX N0, P. 02/02
IN WITNESS WHEREOF, Purchaser, Seller and Broker have hereunto set their hands and
seals as of the date indicated below_
SELLER.: Golden Eagle Properties, Inc..
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PURCHASER:
AUGUSTA, GEORGIA
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David S. Copen aver, Mayor Date
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Attest:
By: 1
Lena J. Bon er, Date
Clerk of Commission
BROKER: Blanchard & Calhoun Commercial
(License # H-46955)
By:
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Ineel@bccommercial.com
EXHIBIT A
Legal Description of Property
The Properties, which is the subject of this Agreement, contains 1.3 & 1.0 acres of land
respectively together with any improvements thereon and with all easements, rights of way,
licenses, privileges, hereditaments, and appurtenances, if any, inuring to the benefit of such land,
including, without limitation, all abutter's rights and title to all land underlying roadways
adjacent to such land, and all mineral and other subsurface rights in Richmond County, State of
Georgia, depicted on Exhibit "A -1 ", the Property described as follows:
Properties to be conveyed herein consist of two separate parcels designated on the current
Augusta- Richmond County, Georgia Property Maps as parcels 054 -0- 088 -00 -0 (1832 Wylds
Rd) and 054 -0- 089 -00 -0 (1834 Wylds Rd). A copy of a portion of aforementioned tax map
showing subject property outlined in red is attached hereto as Exhibit A -1 and made a part
hereof.
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EXHIBIT A -1
Depiction of Property
Note: Exhibit A -1 is a depiction of the Property and is not to scale and is not intended to be used as a legal
description of the Property. All Parties should rely on a current survey by a certified surveyor for accurate metes
and bounds.
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EXHIBIT B
Special Stipulations
1. The sale of this property is to include:
a. all cubicle office dividers, cabinets, desks and chairs in the building located at
1832 Wylds Road, which were on subject property as of 11/1/09
b. Leibert Humidity control and air conditioning system in building, located at 1832
Wylds Road, which was on subject property as of 11/1/09
C. uninterruptable power system (UPS System) in building located at 1832 Wylds
Road, which was in building on subject property as of 11/1/09
d. raised flooring in computer room in building located at 1832 Wylds Road which
was in building on subject property as of 11/1/09
e. auxiliary power generating system located to rear of building on subject property
which was located on subject property as of 11/1/09
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