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Home My WebLink AboutTHE VILLA SALES CONTRACT SALES CONTRACT STATE OF GEORGIA RICHMOND COUNTY THIS AGREEMENT, made and entered into, this 2..?/J day of De('eMher ,2009, between THE VILLA, INC, hereinafter referred to as VILLA, and AUGUSTA-RICHMOND COUNTY, GEORGIA, hereinafter referred to as AUGUSTA: WITNESSETH 1. VILLA agrees to sell and AUGUSTA agrees to buy for the price and on the terms and conditions hereinafter set forth, the real property described on Exhibit "A", attached hereto which is made a part of this contract, hereinafter referred to as TRACT B-1. 2. AUGUSTA agrees to sell and VILLA agrees to buy for the price and on the terms and conditions hereinafter set forth, the real property described on Exhibit "B", attached hereto which is made a part ofthis contract, hereinafter referred to as TRACT A-I. 2A. As due and valuable consideration for the purchase of TRACT A-I, VILLA agrees to exchange and grant title of TRACT B-1 to AUGUSTA. 2B. As due and valuable consideration for the purchase of TRACT B-1, AUGUSTA agrees as follows: a) To exchange and grant title of TRACT A-I to VILLA; b) Re-establish secure parking for VILLA by completing the following: *Remove un-desired trees from TRACT A-I; *Clear and grade TRACT A-I for parking and install crush and run or appropriate aggregate to parking surface; *Remove and install fencing along/near new property lines, including six (6) foot chain link fence with barb wire and privacy fencing along areas where privacy fence exists; c) Remove from VILLA's property any debris resulting from the above activities; d) Provide security as needed during construction efforts if and when the security of the fence is compromised. 3. (a) VILLA agrees to furnish a good marketable title to Tract B-1 and AUGUSTA agrees to furnish a good and marketable title to Tract A-I; and VILLA and AUGUSTA respectively agree to convey said respective properties by general warranty deed to AUGUSTA and VILLA respectively at the time the sales are consummated, subject to: I (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) VILLA and AUGUSTA shall be solely responsible for examination of title to the respective subject property it agrees to purchase (VILLA- Tract A-I and AUGUSTA-Tract B-1) and the cost thereof and shall furnish seller of said property a written statement of objections, if any, affecting the marketability of said title at least fifteen (15) days prior to the date set out for closing. If said 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 encumbrances (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 questions 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 purchaser may, nevertheless accept such title as seller(s) 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. 4. The purchase and sale of the subject property shall be closed on or before December 30, 2009. Possession of the property shall be delivered to the Buyer at closing. The closing date shall be extended for seven (7) days at the written request of either VILLA or AUGUSTA. 5. Time is of the essence of this contract; and, VILLA and AUGUSTA 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 except as otherwise provided or restricted herein. 6. As to Tract B-1: (a) VILLA is to pay all taxes, liens, encumbrances, water charges and the like on said property; and (b) AUGUSTA is to pay for the examination of title, intangible tax and preparation of all instruments necessary to close this sale. 7. As to Tract A-I: (a) AUGUSTA is to pay all taxes, liens, encumbrances, water charges and the like on said property; and (b) VILLA is to pay for the examination of title, intangible tax and preparation of all instruments necessary to close this sale. 8. As "Seller" and "Buyer" regarding Tract A-I and Tract B-1, respectively, VILLA and AUGUSTA further agree as follow: Seller herein agrees that if this transaction is not consummated because of Seller's inability, failure, or refusal to convey marketable title or if Seller otherwise defaults for any other reason, Seller shall return any earnest money, if any, to the Buyer and Seller shall have no further liability or obligation hereunder and this Agreement shall become null and void. Buyer agree that in the event of Buyer failure or refusal to consummate this contract for any reason other than lack of marketable title in the Seller, Buyer shall forfeit any earnest money, if any, and Buyer shall have no further liability or obligation hereunder and this Agreement shall become null and void. 9. As respective "Seller" and "Buyer", VILLA and AUGUSTA further agree as follow: Commencing on the date hereof and continuing to the date of Closing, Buyer, at Buyer's sole expense, shall have the right to go on the respective property, personally or through agents, employees and contractors, for the purpose of making boundary line and topographical surveys of same, soil tests, environmental tests, analyses and investigations of the property as Buyer deems desirable. Seller does not represent or warrant the condition or suitability of the soil or any structures thereon for any purposes whatsoever. In the event that either party as Buyer determines, at its sole discretion, that the soil or environmental condition is unsuitable, said buyer shall so notify the respective Seller, in writing, prior to the day of the closing and Buyer shall have no further liability or obligation hereunder and this Agreement shall become null and void. 10. This contract constitutes the sole and entire agreement between the parties and no modification of this contract shall be binding unless it is in writing, attached hereto and signed by all parties to this agreement. Representation, promises or inducements not included in this contract shall not be binding upon any party hereto. 11. This Agreement should be governed by and construed in accordance with the laws of the State of Georgia. 12. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one and the same instrument. 13. All rights, powers, privileges and duties hereby granted or assumed shall inure to the benefit of and shall be binding and enforceable against the respective successors, assigns, heirs, administrators and executors of the parties hereto. 14. Notwithstanding any other provision herein, this Agreement is subject to 1) AUGUSTA's compliance with the requirements of o.c.G.A. 9 36-37-6 as determined solely by AUGUSTA's legal counsel and 2) the approval of Augusta-Richmond County Commission. AUGUSTA's right to so void this Agreement under Paragraph No. 14 herein shall expire after sixty (60) days from the date of this Agreement unless otherwise agreed by the parties. IN WITNESS WHEREOF, this Contract has been accepted and agreed to by all parties as to all . . . terms and conditions, this 2-3 d- day of 'De c ~M.Joey ,2009. AUGUSTA-RICHMOND COUNTY, GA THE VILLA, INC By: p~~ As its: C1mimuur-qf kv - ~ By: cQ Y;1 '~ As its: MayorDAVtI) ~.WPf"N14A4rt Attested to By:. ~Ah~~ As ItS: Ct:: 0 By: /Y/ As its: Clerk of c~nirriission ~- . . . EXHIBIT A LEGAL DESCRIPTION TRACT "B_1" ALL THAT CERTAIN PIECE, PARCEL OR LOT OF LAND, LYING AND BEING IN THE 89TH GMD, IN THE CITY OF AUGUSTA, RICHMOND COUNTY, GEORGIA, HAVING THE FOLLOWING METES AND BOUNDS, TO WIT: COMMENCING AT THE SOUTHEAST INTERSECTION OF DEANS BRIDGE ROAD (U. S. HIGHWAY # 1) AND DOVER STREET AT A 1/2" CRIMP TOP FOUND; THENCE NORTH 62 DEGREES 59 MINUTES 35 SECONDS EAST (N62059'35"E), A DISTANCE OF 124.72 FEET TO A 3/4" CRIMP TOP FOUND; THENCE SOUTH 30 DEGREES 57 MINUTES 05 SECONDS EAST (S30057'05''E), A DISTANCE OF 75.88 TO A #4 REBAR FOUND, SAID POINT BEING THE POINT OF BEGINNING; THENCE SOUTH 30 DEGREES 57 MINUTES 05 SECONDS EAST (S30057'05''E), A DISTANCE OF 52.78 FEET TO A #4 REBAR SET FOUND; THENCE SOUTH 62 DEGREES 59 MINUTES 35 SECONDS WEST (S62059'35"W), A DISTANCE OF 72.87 FEET TO A #4 REBAR SET; THENCE NORTH 52 DEGREES 26 MINUTES 08 SECONDS WEST (N52026'08'W), A DISTANCE OF 20.56 FEET TO A #4 REBAR FOUND; THENCE NORTH 39 DEGREES 24 MINUTES 17 SECONDS EAST (N39024'17"E), A DISTANCE OF 85.19 FEET TO A #4 REBAR FOUND BEING THE POINT OF BEGINNING CONTAINING 0.06 ACRES AS SHOWN ON A PLAT FOR AUGUSTA - RICHMOND COUNTY COMMISSION DATED JULY 29, 2009, LAST REVISED 11/02/09, PREPARED BY TOOLE SURVEYING COMPANY, INC. · 1 EXHIBIT B LEGAL DESCRIPTION TRACT "A-1" ALL THAT CERTAIN PIECE, PARCEL OR LOT OF LAND, LYING AND BEING IN THE 89TH GMD, IN THE CITY OF AUGUSTA, RICHMOND COUNTY, GEORGIA, HAVING THE FOLLOWING METES AND BOUNDS, TO WIT: COMMENCING AT THE SOUTHWEST INTERSECTION OF DEANS BRIDGE ROAD (U. S. HIGHWAY # 1) AND LYMAN STREET AT A #5 REBAR FOUND; THENCE SOUTH 56 DEGREES 53 MINUTES 54 SECONDS EAST (S56053'54"E), A DISTANCE OF 187.41 FEET TO A 3/4" OPEN TOP FOUND; THENCE SOUTH 56 DEGREES 25 MINUTES 33 SECONDS WEST (S56025'33'W), A DISTANCE OF 213.31 FEET TO A 1" OPEN TOP FOUND BEING THE POINT OF BEGINNING; THENCE SOUTH 38 DEGREES 10 MINUTES 49 SECONDS WEST (S38010'49'W), A DISTANCE OF 98.50 FEET TO A #4 REBAR SET; THENCE NORTH 52 DEGREES 26 MINUTES 08 SECONDS WEST (N52026'08"W), A DISTANCE OF 47.07 FEET TO A 3/4" CRIMP TOP FOUND; THENCE NORTH 63 DEGREES 36 MINUTES 1 0 SECONDS EAST (N63036'10"E), A DISTANCE OF 109.62 FEET TO A 1" OPEN TOP FOUND BEING THE POINT OF BEGINNING CONTAINING 0.05 ACRES AS SHOWN ON A PLAT FOR AUGUSTA - RICHMOND COUNTY COMMISSION DATED JULY 29, 2009, LAST REVISED 11/02/09, PREPARED BY TOOLE SURVEYING COMPANY, INC. .-1 Resolution to Negotiate a Contract RESOLVED, that the Vice President of this Corporation be hereby authorized and empowered to enter into a contract for Land exchange with Augusta/Richmond County, in the name of and in behalf of this Corporation, upon such terms and conditions as may be agreed upon, at the sole discretion of the President. The undersigned hereby certifies that she is the duly elected and qualified Secretary and the custodian of the books and records and seal of The Villa Inc.,a corporation duly formed pursuant to the laws of the state of Georgia and that the foregoing is a true record of a resolution duly adopted at a meeting of the officers and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on 12/23/2009,and that said resolution is now in full force and effect without modification or rescission. IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed ~dorate seal of th~ ab:ve-named Corporation this 23rd, of December, 2009. Secretary AUGUSTA LAW DEPARTMENT DAVID S. COPENHAVER Mayor WAYNE BROWN KENNETH S. BRAY Staff Attorneys Augusta Law Department Matt Aitken Corey Johnson Joe Bowles Alvin Mason Bill Lockett Joe Jackson Jerry Brigham Jimmy Smith J R. Hatney Don Grantham ANDREW G MACKENZIE Interim General Counsel Augusta Law Department ALVIN MASON Mayor Pro Tern Frederick L. RusseU Administrator January 26, 2010 Ms. Lena Bonner Clerk of Commission 530 Greene Street, Room 802 Augusta, GA 30911 Re: Executed Documents for The Villa, Inc. Purchase of Tract A-I, and Augusta-Richmond County Purchase of Tract B-1, Deans Bridge Road Property Dear Ms. Bonner: Enclosed herewith you will find the original executed Sales Contract, Quitclaim Deed, Warranty Deed and Subdivision Plat regarding the above-referenced property transactions between Augusta-Richmond County and The Villa, Inc. for your files. Should you have questions in this regard, please do not hesitate to contact my office. Thank you. Sincerely~. /rfJc Wayne Br WB/shw Enclosures 501 Greene Street, Suite 302 Augusta, Georgia 30901 (706) 842-5550 - Fax (706) 842-5556