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HomeMy WebLinkAboutCONTRACT FOR SALE AND PURCHASE OF REAL ESTATE BETWEEN BARNEY WOODS AND AUGUSTA GEORGIA TAX MAP PARCEL NUMBER 072-3-347-00-0 � CONTRACT FOR SALE AND PURCHASE OF REAL ESTATE �,� i� THIS CONTRACT is made and entered into as of the � day of �, 2011, by and between Barney Woods (hereinafter referred to as "Seller") and Augusta, Georgia, a political subdivision of the State of Georgia (hereinafter referred to as "Purchaser"). The "Effective Date" of this Contract shall be the date the Contract is signed by both parties, and if both parties do not sign on the same date, the date on which signed by the last party to sign. WITNESSETH: THAT FOR and in consideration of the mutual covenants, agreements and undertakings herein set forth, and other valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase from Seller the real property described in Paragraph 1 below on the terms and conditions hereinafter set forth: 1. Description of Propertv. The real property that is subject to this Contract is identified as 1901 Second Avenue Augusta, GA, in the County of Richmond and identified as Tax Map Parcel Number: 072-3-347-00-0 (hereinafter referred to as the "Property"). The Property is described in more detail on Exhibit "A" which is attached hereto and incorporated herein by reference. 2. Purchase Price. The Purchase Price for the Property shall be Three Thousand, Six Hundred and No/100 Dollars 00/100 ($3,600.00) and shall be paid by the Purchaser as follows: (a) Within ten (10) days after the Effective Date of the Agreement, Purchaser shall deposit with the Escrow Agent the sum of $360.00 three-hundred and sixty dollars (the "Earnest Maney"). For purposes of this Agreement, Kayla E. Cooper, Esq. is hereby designated as the Escrow Agent. (b) The balance in immediately avuilable funds, subject to adjustments, prorations and credits as herein provided, shall be paid to the Seller at the time of the Closing, or as provided for herein. 3. Purchaser's Riqhts Prior to Closinq - Inspection Period. (a) For a period not to exceed thirty (30) days from the Effective Date (such period being herein referred to as the "Inspection Period"), the Purchaser, its authorized agents and employees, as well as others authorized by the Purchaser, shall have full and complete access to the Property and shall be entitled to enter upon the Property and make such surveying, architectural, engineering, topographical, geological, soil, subsurface, environmental, water drainage, and other investigations, inspections, evaluations, studies, tests and measurements (collectively, the "Investigations") as the Purchaser deems reasonably necessary or advisable so long as same do not result in any material adverse change to the physical characteristics of the Property. Purchaser agrees to indemnify and hold Seller harmless from and against any and all claims, costs, expenses and liabilities including reasonable attorneys' fees arising out of or by reason of the Investigations. Purchaser shall restore any disturbance of the Property caused by the Investigations into the same condition that existed prior to the Effective Date in the event Purchaser fails to close, or terminates this Contract. (b) At any time prior to the expiration of the Inspection Period the Purchaser shall have the right to terminate this Contract if the Purchaser determines, at Purchaser's sold discretion, that the Property is not suitable for Purchaser's intended purposes. If the Purchaser elects to terminate pursuant to this paragraph, it shall give written notice of such termination to the Seller and to the Agent, if any, prior to the expiration of the Inspection Period and shall provide Seller with copies of all reports and studies secured by Purchaser during the Investigations. Upon such termination, the Agent shall return the Earnest Money to the Purchaser, and neither party shall have any further rights or obligations hereunder except for any obligations of the Purchaser under a. above. 4. Closinq. The Closing of the transaction herein provided shall be held not later than sixty (60) days after this Agreement is approved by vote of the Augusta-Richmond County Commission, at a date and time designated by Purchaser. Seller agrees to deliver possession of the Property to Purchaser at Closing in an unoccupied condition, free of any rights of possession, tenancies, licenses, or claims of rights of possession by any party other than Purchaser. 5. Title. The Purchaser's obligations hereunder shall be conditioned upon the Seller's delivery of a good marketable and insurable fee simple title to the Property (at standard rates), by general warranty deed, free and clear of all liens, encumbrances and conditions which in the opinion of the Purchaser would adversely affect the use and marketability of the Property. 6. Title Examination. Prior to the end of the Inspection Period, Purchaser shall deliver to Seller a written statement of objections, if any, to Seller's title to the Property and Seller shall have 30 days prior to closing in which to cure or remove the same, time being of the essence. Seller hereby covenants and agrees to use Seller's best efforts to cure or remove said objections within said period. In the event Seller fails or refuses to cure or remove said objections within said period (or within such longer period as may be approved by Seller in writing), then, (a) if such defects can be cured by payment of stated sums of money, the Purchase Price for the Property will be reduced by the cost of curing all such title defects (such as deeds of trust, security agreements, past due ad valorem taxes and assessments constituting a lien against the Property, mechanics' and materialmans' liens, and judgments which have attached to and become liens against the Property), or (b) if such defects cannot be cured by payment of stated sums of money, this Contract, at the sole option of Purchaser delivered to Seller at or before closing, shall terminate and be of no further force and effect. In such event, the Earnest Money shall immediately then be returned to Purchaser and no party hereto shall have any further rights, liabilities or obligations hereunder. 7. Seller's Representations and Warranties. Seller makes the following representations and warranties to Purchaser: (a) There are no adverse or other parties in possession of the Property, and no party has been granted any license, lease, or other right relating to the use or possession of the Property. (b) Seller has the full right, power, and authority to sell and convey the Property as provided in this Contract and to carry out Seller's obligations hereunder, and that all requisite 2 action necessary to authorize Seller to enter into this Contract and to carry out its obligations under this Contract has been or on the Closing Date will have been taken. (c) The Property has direct access to public streets, curb cuts and utilities (at the boundaries of the Property) necessary for the anticipated operation of the Property as a continue Retail operations and, to the best knowledge of Seller, no fact or condition exists that would result in the termination of access to and from the Property or the cessation of utilities necessary for the anticipated operation of the Property. (d) The Property is located within the required range of the nearest fire hydrant to cause the Property to be eligible for building permits, certificates of occupancy and standard underwriting requirements for hazard insurance. (e) Seller shall refrain from offering the Property for sale or otherwise soliciting or negotiating an offer to sell the Property to third parties during the Inspection Period. (fl Seller has not received notice of, and has no other knowledge or information of, any pending or contemplated change in any governmental requirements applicable to the Property, of any pending or threatened judicial or administrative action, or any action pending or threatened by adjacent landowners or other persons, any of which would result in any material change in the physical condition of the Property, or any part thereof, or in any way limit or impede in any material respect the operation of the Property, or any part thereof. (g) To the best of Seller's knowledge, there is no condition existing with respect to the Property or the operation of any part of the Property that violates any governmental requirements. Seller has not received notice, written or otherwise, from any governmental or quasi-governmental agency requiring it to correct any condition with respect to the Property, or any part thereof, by reason of a violation of any governmental requirement or otherwise that has not been corrected, Seller has not received notice of, and has no other knowledge or information of, any pending or contemplated condemnation action with respect to the Property, or any part thereof. (h) To the best knowledge of Seller, there are no special or other assessments for public improvements or otherwise currently affecting the Property nor does Seller know of (i) any pending or threatened special assessments affecting the Property or (ii) any contemplated improvements affecting the Property which may result in special assessments affecting the Property. �(i) To the best of Seller's knowledge, the Properry is free of all "hazardous substances" and "hazardous waste", as those terms are defined by applicable federal and state law. The Property is not being used, and to the best of Seller's knowledge, has never been used, for the storage or disposal of any hazardous or toxic waste or as a dump site, the Property is not currently subject to any grading, slope or drainage restrictions which would obligate or require any owner of the Property to accept, supply, deliver or collect drainage water, surface water or irrigation water to or from any real property located within the reasonable vicinity of the Property and there are no unrecorded share expense agreements, repayment agreements, reimbursement agreements or development payback agreements that affect all or any portion of the Property and that could require Buyer to pay any money in full or partial satisfaction of any such agreements. These representation and warranties shall survive the closing for one year. 3 8. Survev. Seller shali provide Purchaser with a copy of the most recent survey of the Property, if any. Prior to the end of the Inspection Period, Purchaser at its expense may cause a current survey of the Property to be made by a registered surveyor. The survey shall indicate the boundary lines of the Property, the location of all improvements, easements, roadways and other rights-of-way, flood plain areas, any existing building setback lines, and any encroachments and other matters affecting the Property. The survey shall contain a legal description of the Property, the number of acres contained in the Property calculated to the nearest 1/1000 of an acre and a certificate in standard form addressed to the Purchaser and signed and sealed by the su rveyor. 9. Condemnation and Destruction. In the event, at any time between the making of this Agreement and Closing, all or any portion of the Property is condemned by any legally constituted authority for any public use or purpose, or any improvements located on the Property are damaged or destroyed by whatever cause, then Purchaser may elect either: (i) to terminate this Agreement, in which event all Earnest Money paid by Purchaser shall be immediately refunded to Purchaser, and neither Purchaser nor Seller shall have any further liabilities, obligations or rights with regard to this Agreement which shall then become null and void and of no further force and effect; or (ii) to collect all proceeds from any condemnation or from any insurance policies insuring the improvements located on the Property from damage or destruction and have the terms of this Agreement remain in full force and effect and binding on the parties hereto (with Purchaser receiving a credit against the Purchase Price for any deductibles and the amount of any uninsured casualty). In the event of a condemnation in which Purchaser does not elect to terminate this Agreement pursuant to the foregoing terms, then the term "Property" as used herein shall thereafter refer to the Property less and except any portion thereof taken by such condemnation. 10. Default and Remedies In the event that the terms and conditions of this Contract have been satisfied and Purchaser does not purchase the Property in accordance with the requirements of this Contract within the time limits herein set forth, Seller, as Seller's sole and exclusive remedy, may declare this Contract cancelled in which event the Earnest Money shall be paid to the Seller as full liquidated damages and not as a penalty, it being agreed that the Seller's damages would be difficult or impossible to ascertain. In the event of Seller's breach of any of its obligations hereunder, Purchaser shall have the rights and options as Purchaser's sole and exclusive remedies to either (a) immediately terminate this Contract upon written notice to the Seller and receive back the full amount of the Earnest Money and upon return of same the parties hereto shall have no further rights and obligations or liabilities to each other hereunder or (b) demand and compel by an action for specific performance or similar legal proceedings, if necessary, for the immediate conveyance of the Property by Seller in compliance with the terms and conditions of this Contract, and to recover all costs and expenses, including reasonab�e attorneys fees incurred by Purchaser in such action. 11. Closina Costs. The Purchaser shall pay the local transfer tax and the deed stamps. The Purchaser shall pay the premium for the owner's title insurance policy to be issued to the Purchaser, the grantee's cost of recordation of the deed, the costs incurred by the Purchaser in connection with its Investigations of the Property and the fees of Purchaser's attorneys. Seller's attorney's fees and the recording costs of any documents recorded to clear title and survey objections shall be paid by Seller, if any. 4 12. Prorations and Adiustments. The following prorations and adjustments shall be made at Closing: (a) All ad valorem real property taxes for the year in which the Closing occurs shall be prorated befinreen the parties as of the date of Closing on a 365-day year basis. Any taxes incurred for the years prior to the Closing, including rollback taxes and special assessments, shall � be paid by the Seller. If the taxes cannot be accurately determined at the time of Closing, the prorations shall be based on the most reliable information available with respect to the current year's anticipated tax bill. (b) Any water and sewer charges shall be prorated between the parties as of the Closing. 13. Deliverv of Deed and Application of Earnest Monev. Upon receipt of the Purchase Price at the time of Closing and at such time as Purchaser's attorney (the "Closing Attorney") is in a position to disburse the same in accordance with the signed closing statement, the Closing Attorney shall be authorized to cause the final title update to be conducted and the deed recorded, at which time all disbursements provided for on the closing statement, including the net proceeds payable to the Seller, shall be made immed�ately. The Earnest Money shall be delivered to the Seller and applied against the Purchase Price. 14. Notices. Any notice, approval or other communication which may be required or permitted to be given or delivered hereunder shall be in writing and shall be deemed to have been given, delivered and received (i) as of the date when the notice is personally delivered, (ii) if mailed, in the United States Mail, certified, return receipt requested, as of the date which is the date of the post mark on such notice, (iii) if delivered by courier or express mail service, telegram, facsimile or mailgram where the sender provides or retains evidence of the date of delivery, as of the date of such delivery; (iv) if by facsimile, when the message is received in the office of the addressee, provided that a hard copy referencing the date of facsimile delivery is sent the same day by one of the other methods of delivery set forth above. To Purchaser: Augusta, Georgia C/O Augusta Law Department Attn: Kayla E. Cooper, Esq. 501 Greene Street, Suite 302 Augusta, Georgia 30901 To Seller: Mr. Barney Woods 2215 Hillsview Court Augusta, GA 30909 15. Governinq Law. This Contract shall be governed, interpreted and construed under the laws of the State of Georgia. 5 16. Assiqnment. If either party assigns its rights hereunder, it will nevertheless remain liable for the performance of its obligations hereunder. 17. Time of the Essence. Time is of the essence in the perFormance of the terms and conditions of this Contract. 18. Utilities; Zoninq. Seller warrants that public water, sewer and storm drainage facilities are available at the boundaries of the Property. 19. Risk of Loss. Seller shall bear all risk of loss until the Closing. In the event that prior to the Closing, the improvements are damaged by fire or other casualty of any nature whatsoever, Seller shall promptly give Purchaser written notice thereof. 19. Severabilitv. The invalidity or enforceability of a particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 20. Entire Aqreement. This Contract constitutes the entire agreement between the parties hereto and it is understood and agreed that all undertakings, negotiations, representations, promises, inducements and agreements heretofore had between these parties are merged herein. This Contract may not be changed orally but only by an agreement in writing signed by both the Purchaser and the Seller. No waiver of any of the provisions to this Contract shall be valid unless in writing and signed by the party against whom it is sought to be enforced. The provisions of this Contract shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, successors and assigns. 21. Dates for Performance. If the Closing Date or any other date described in this Contract by which one party hereto must give notice to the other party hereto or must fulfill an obligation is a Saturday, Sunday or a day observed by the Federal government or by the St�te of Georgia government as a legal holiday, then such Closing Date or such other date shall be automatically extended to the next succeeding day which is not a Saturday, Sunday or legal holiday. 22. Additional Conditions Precendent (a) Without limiting any other provisions of this Agreement, it is specifically understood and agreed that Purchaser's obligations hereunder are conditioned upon the satisfaction of the following conditions: approval of this Purchase Agreement and its consummation by the Augusta-Richmond County Commission. (b) Should these conditions not be satisfied, Purchaser may hereafter, at its option, terminate this Agreement by giving written notice to Seller, whereupon all Earnest Money and all interest accrued thereon shall be refunded to Purchaser and this Agreement shall be deemed null and void and of no further force or effect with Purchaser and Seller having no further rights, obligations or liabilities hereunder. IN WITNESS WHEREOF, the parties hereto have executed this Contract on the dates set forth below. 6 IN THE PRESENCE OF: SELLER ,.----� �, r� ,� ,.�.� `�°�a ;�(,.��� � �� , 2011 BY: � i��`�^- ,�`c�i:�`� ,�`��-- Date signed by Seller: Bamey o ds PURCHASER Augusta, Georgia gy . �`.�':'� � ,���,IQ� David S. Copenhaver As its: Mayor " ���� �� � Attest: � ��� � � ,' gy: i i�`� ��`�'� Le a J. Bonner As its: Clerk � �` ,' This � day of� % � ��� 2011. �� �' �' (SEAL) 7 EXHIBIT "A" DESCRIPTION OF THE PROPERTY ALL that tract or parcel of land, situate, lying and being in the State of Georgia, County of Richmond, and being known as Lot No. 39, Block P of the J. C. Ladeveze plat of lots made in June, 1982 by D. V. Reaves, said plat being recorded in the Office of the Clerk of the Superior Court of Richmond County, Georgia, in Realty Book 4-L, page 392, reference being made to said plat for purposes of a more complete and accurate description of said property. Said property is known under the present system of street numbering as 1901 Second Avenue. 8