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HomeMy WebLinkAboutRUTH D MARTIN ANNA KARENA MARTIN JOHN DANIEL MARTIN REAL ESTATE SALES AGREEMENT $135,000REAL ESTATE SALES AGREEMENT I. PURCHASE AND SALE Augusta- Richmond County, also known as Augusta, Georgia, the undersigned purchaser ( "Purchaser "), agrees to buy and Ruth D. Martin, Anna Karena Martin, & John Daniel Martin, the undersigned sellers ( "Seller "), agree to sell all that tract of land in the County of Richmond, State of Georgia, known as 4338 & 4340 Deans Bridge 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 One Hundred Thirty Five Thousand and No /100 U.S. Dollars ($135,000.00), to be paid in Federal Funds or cash equivalent at closing. III. CLOSING The purchase and sale of the Property shall be closed on or before TBD , 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. IV. 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. V. 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 -1- apportioned as of the Closing Date. Purchaser shall be responsible for any rollback taxes or other assessments due and real estate transfer taxes. VI. 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, 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. VII. 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. VIII. 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 (as that term is herein defined) harmless from any loss or damage suffered by Seller or others as a result of the exercise by Purchaser of the rights herein granted. IX. 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 ". -2- X. 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. XI. 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. XII. BINDING EFFECT This Agreement shall bind and inure to the benefit of Seller and Purchaser, and their respective heirs, executors, legal representatives, successors and assigns. XIII. 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. XIV. 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 Purchaser shall have all rights of equity and law available to Purchaser to enforce the Agreement, collect damages including all court costs and legal fees. 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. XV. 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 properly. 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 -3- notices, upon actual receipt by the party to whom such notice is directed as shown on the return receipt. XVI. TIME Time is of the essence of this Agreement. XVIL 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. XVIII. 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. XIX. SPECIAL STIPULATIONS Any attached Special Stipulations shall, if conflicting with the foregoing, control. See Exhibit B XX. 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. -4- XXI. PURCHASER ACKNOWLEDGEMENT Purchaser acknowledges that Purchaser has read and understood the terms of this Agreement and has received a copy of it. [SIGNATURES TO FOLLOW ON NEXT PAGE] -5- IN WITNESS WHEREOF, Purchaser and Seller have hereunto set their hands and seals as of the date indicated below. i SELLER(S): By: c� Date RUTH D. MARTIN By: J 1 9!7 Date ANNA KARENA MARTIN By: fi ()d Date JOHN DANIEL MARTIN PURCHASER: AUGUSTA, GEORGIA By: � 3 David S. Cope aver, Mayor Date Attest: B y: � 3 Lena J. Boil ` ate Clerk of Commission -6- EXHIBIT A Legal Description of Property All that tract or parcel of land with any improvements thereon, being identified as Tract 3 on a plat of Shadow Lake Ltd., Section II, Part I, prepared for South Richmond County Estates, Inc., by George L. Godman & Associates, R.L.S., dated November, 1980, and recorded in Realty Reel 133, page 2320, said tract having a frontage of 200.00 feet, more or less, on the northeastern right -of -way of U.S. Highway #1, Richmond County, Georgia, and being 5.627 acres, more or less, said plat appears in the Clerk of Superior Court's Office for Richmond County, Georgia. Said lot is subject to those certain Protective Covenants and easements of record for Shadow Lake Ltd., recorded in Realty Reel, 121, pages 2166 -2167, records of the Clerk of Superior Court's Office for Richmond County, Georgia, and are part and parcel of this deed. PARCEL NUMBER: 176 -0- 005 -00 -0 TOGETHER WITH: All that tract or parcel of land with any improvements thereon, being identified as Tract 2 on a plat of Shadow Lake Ltd., Section II, Part I, prepared for South Richmond County Estates, Inc., by George L. Godman & Associates, R.L.S., dated November, 1980, and recorded in Realty Reel 133, page 2320, said tract having a frontage of 200.00 feet, more or less, on the northeastern right -of -way of U.S. Highway #1, Richmond County, Georgia, and being 5.773 acres, more or less, said plat appears in the Clerk of Superior Court's Office for Richmond County, Georgia. Said lot is subject to those certain Protective Covenants and easements of record for Shadow Lake Ltd., recorded in Realty Reel, 121, pages 2166 -2167, records of the Clerk of Superior Court's Office for Richmond County, Georgia, and are part and parcel of this deed. PARCEL NUMBER: 176 -0- 006 -00 -0 bl .�,