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HomeMy WebLinkAboutMAXWELL RICHMOND HILL ROAD PROPERTIES SALES CONTRACT PURCHASE OF PROPERTYSALES CONTRA �, THIS AGREEMENT made and entered in4oeorgia, rday of J�t`'� 2005, by and between Maxwell Richmond Hill Road Properties , herein designated as "Seller," and Augusta, Georgia, a political subdivision of the State herein designated as "Buyer;" WITNESSETH: (1) For value received, Seller has agreed to sell and Buyer has agreed to buy, on the terms and conditions hereinafter set forth, the real property described on Exhibit A, hereto attached. Seller hereby acknowledges receipt of $10.00 as earnest money, which is to be deposited with Seller; which earnest money is to be applied as part payment of the purchase price of the property at the time the sale is consummated. (2) PURCHASE PRICE: The purchase price of the property shall be Three Hundred Thirty Nine Thousand Eight Hundred and Forty Dollars ($339,840.00), payable in cash at Closing. The Seller shall receive no other compensation from Buyer for all of Seller's right, title, and interest in the Property. (3) SIN. D��E: The purchase and sale of the subject property shall be closed on or befor `�.� , 2005. Possession of the property shall be delivered to the Buyer on or before the time of closing. (4) TITLE: (a) Seller agrees to furnish a marketable title to said property and agrees to convey said property by general warranty deed to Buyer at the time the sale is consummated, subject to: 1. Covenants and restrictions of record not violated by existing improvements or the use of the property. 2. Zoning ordinances not violated by the existing improvements or the use of the property. 3. Encumbrances and leases specified in this contract. (b) Buyer shall furnish to Seller a written statement of objections affecting the marketability of said title at least fifteen (15) days prior to the date set for closing. If the Seller shall be unable to convey title in accordance with the provisions of this contract, as a result of the property being affected by any encumbrance (other than taxes for the current year which constitute a lien, but are not due and payable at the time of closing), outstanding interest or question of title not expressly consented to herein by the Buyer which render the Seller's title to the premises unmarketable, and which may according to reasonable expectations, be removed within thirty (30) days, the Seller shall have the privilege to remove or satisfy the same and shall for this purpose, be entitled to an adjournment of the closing of title for a period not exceeding fifteen (15) days. The Seller shall not be required to bring any action or proceeding or otherwise incur any expense to render the title to the premises marketable. The Buyer may, nevertheless accept such title as Seller may be able to convey without reduction of the purchase price or any credit against same and without liability on the part of the Seller. (5) INSPECTION OF THE PROPERTY: Seller does agree that Buyer, at its expense, shall have the right to conduct such investigations, inspections, and inventories of the Property as it deems necessary after the date of the making of this Contract. (6) APPLICATION OF PURCHASE PRICE: Prior to disbursing payment to the Seller, Buyer may use a portion of the Purchase Price to satisfy the Seller's obligations under this document to pay taxes, assessments, liens, acquisition of other parties' outstanding interests in the Property and other costs incidental to the conveyance by Seller of marketable title to Buyer. (7) PAYMENTS: Seller shall pay all liens, encumbrances, water charges, transfer taxes and the like on said property. Buyer is to pay for the examination of title, intangible tax, and preparation of all instruments necessary to close this sale. Taxes shall be prorated as of the date of Closing. (8) OCCUPANTS: Seller shall ensure that it and all other current occupants vacate the Property prior to the Closing Date. (9) TIME IS OF THE ESSENCE: Time is of the essence in this agreement and Seller and Buyer agree that such papers as may be legally necessary to carry out the terms of this contract shall be executed and delivered by the parties at the time this sale is consummated. (10) LEASES: Seller represents and warrants to Buyer that there are no leases, tenancies, or other rights of occupancy for use of any portion of the Property. The foregoing representation and warranty shall survive Closing Date. Seller shall hold harmless and indemnify Buyer from and against any claims that may arise or be based upon any alleged leasehold interest, tenancy or other right of occupancy or use for any portion of the Property. (11) APPROVAL OF COURT: If the Property is an asset of any estate, trust or guardianship, this document shall be subject to Court approval prior to payment of Purchase Price, unless declared unnecessary by Augusta. If Court approval is necessary, the appropriate fiduciary shall proceed promptly and diligently to bring the matter to hearing for issuance of a deed. (12) CONDITION OF PROPERTY. Seller warrants that when the sale is consummated the improvements on the property will be in the same condition as they are on the date of this contract, natural wear and tear excepted, and Seller specifically assumes the risk of loss or damage to said property until the consummation of the sale. Should the premises be destroyed or substantially damaged before this contract is consummated, then, at the election of the Buyer: (a) The contract may be canceled; (b) Buyer may consummate the contract and receive such insurance as is paid on the claim of loss; if there is no insurance the reasonable cost of repairing said improvements shall be subtracted from the purchase price provided for in paragraph 2 hereof. The election is to be exercised by Buyer within ten (10) days after the amount of the Seller's damage is determined. (13) FAILURE TO CLOSE. Buyer and Seller agree that if this transaction is not consummated because of Seller's inability to convey marketable title, Seller shall return the earnest money to the Buyer. Seller agrees that if it fails or refuses to consummate this transaction for any reason, except lack of marketable title in the Seller, then Buyer shall have the option of suing for specific performance or of terminating this contract and the earnest money shall be refunded to Buyer. (14) CONTRACT BINDING ON SUCCESSORS IN INTEREST: This document shall apply to and bind the heirs, executors, administrators, partners, assigns, and successors in interest of the respective parties. (15) SOLE AGREEMENT: This contract constitutes the sole and entire agreement between the parties and no modification to this contract shall be binding unless such modification is in writing and signed by all parties hereto. Any representation, promises, or inducements not included in this contract shall not be binding upon any party hereto. All rights, powers, privileges and duties, granted or assumed, shall inure to the benefit of and shall be binding upon any and all successors, assigns and personal representatives of the parties hereto. (16) NO BROKERS: Each party hereto represents that no real estate broker commission shall be due on the conveyance of the Property in this Contract. (17) APPROVAL: This Contract is subject to approval and acceptance of Augusta, Georgia, and shall become binding and enforceable against Buyer only after approval and acceptance by Augusta, Georgia. (18) SEVERABILITY: Any part or provision of this Contract held invalid will be severed from the Contract, without affecting the validity of any other provisions or the entire Contract. (19) SPECIAL STIPULATIONS. The special stipulations appearing on Exhibit B hereof, shall, if in conflict with the matter contained hereinabove, control. IN WITNESS WHEREOF, this the —0—� day of v! 2005, the parties hereto agree to the terms contained herein. MAX E r RICHMONFHILL PROPERTIES, AS Notary Public Richmond County, GA My Commission Expires: W/O v , �� CGA � � r BUYER: AUGUSTA, G RGIA d 4 y 0: f lliam H. Mays, III AS ITS: Interim Ma or ATTEST: l AS ITS: Clerk of Commission rtness Notary P6Mic Richmond County, GA My Commission Expires: Notary Public, Columbia County, Georgia My Commission Expires Aug. t, 2 006 Exhibit A All that lot, tract or parcel of land ( "Property"), shown as "Tract `3' 21.24 Acres" on a plat for Augusta, Georgia, prepared by Robert L. Herrington, Jr., dated March 31, 2003, and revised January 29, 2004, March 24, 2004 and July 6, 2005, a copy of said plat is hereto attached as Exhibit A -1. Exhibit B 1. This contract is contingent upon (A) the execution of a valid and enforceable contract between Buyer and Concord Hill Investments, Inc. and between Buyer and John Maddox Nixon, et. al., for the sale of their respective portions of the total project site, or (B) Buyer waiving such agreements. Should either of said agreements not be executed within thirty (30) days of the execution of this document, and Augusta does not waive execution of said agreement(s), this document becomes null and void. 2. Seller agrees to donate, and execute such documents as necessary to transfer title, to Buyer the following tracts and/or interests in the following described land, with the understanding that, should construction of the roadway (as shown on the plat referenced below) not commence within 18 months from the date of Closing, all said tracts of land, except the sanitary sewer easement described in paragraph (C) below, will revert to Seller, with the exception that, at the time of reversion, Seller would sell, and convey by Deed, to Buyer a sixty foot (60') wide strip of land in fee simple. Said strip of land beginning at Richmond Hill Road and extending along the path of roadway tract, as described below, and connecting to the Property. The price of said strip will be $16,000 per acre. If said reversion does take place, Buyer does further agree to convey said the tracts of land to Seller by general warranty deed. A.) An 11.22 acre tract of land shown as "Tract "4" 11.22 Acres" on said plat attached hereto as Exhibit A -1, herein designated "roadway." Buyer will construct a two (2) lane road on the roadway. Any additional lanes will be constructed by Seller, his successors, heirs, assigns, or legal representatives. The name of said roadway shall be "Benson Road ". Seller agrees to furnish marketable title to said roadway and agrees to convey same by Warranty Deed to the Buyer at the time the sale is consummated. Also, donated for the construction of the roadway are "Easement Tract 1 = 10.27 Ac." and "Easement Tract 2 = 7.19 Ac, ". These two easement tracts are temporary in nature and will revert to Seller at the end of the construction of this project and its acceptance by Buyer. B.) A 5.77 acre tract of permanent drainage, utility and access easement, in perpetuity, shown as "Easement Tract 4 5.77 Acres (Drainage, Utility & Access Easement)" on said plat, to be used as a detention pond (Detention Pond), which is to be constructed by Buyer. Said Detention Pond will be maintained by Buyer until such time that Seller, his successors, heirs, assigns or legal representatives, makes any change to the design of the Detention Pond, or uses it for storm water from any site other than the Property or the remainder tract in its natural state. All such changes must have written approval from the Buyer, prior to any such changes being made. All such changes will be at the expense of Seller, his successors, heirs, assigns, or legal representatives and Seller, his successors, heirs, assigns, or legal representatives will assume full maintenance of Detention Pond. Also donated is a 1.0 acre tract of permanent drainage easement, in perpetuity, shown as "40' Drainage Easement Centered on Natural Drainage Corridor (1.0 Acre)" on said plat, to be used for a drainage pipe to carry storm water from the Property to the Detention Pond. C.) A 0.84 acre tract of permanent utility easement, in perpetuity, to be used for the construction of a sanitary sewer line connecting the Property into the sanitary sewer system of Augusta, Georgia. Also donated is a 0.84 acre tract of temporary construction easement, which will revert to Seller at the end of the construction of this project and its acceptance by Buyer. Said easements are shown on said plat as "Centerline of a 20' Utility Easement (0.84 Acre) with 10' Temporary Construction Easement Along Both Sides as Shown (0.84 Acre) ".