HomeMy WebLinkAboutCONTRACT BETWEEN H A BOSWELL FAMILY LIMITED PARTNERSHIP BY FONCILE B POWELL AND AUGUSTA GACONTRACT FOR SALE AND PURCHASE OF REAL ESTATE
THIS CONTRACT is made and entered into as of the /q day of 2012, by and
between H.A. Boswell Family Limited Partnership, by and throug oncile B. Powell,
Permanent Administrator of the Estate of Robert Edmond Boswell, deceased (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.
1. Description of Property.
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:
(a) The real property that is subject to this Contract is identified as 3035
Tobacco Road Augusta, GA, in the County of Richmond and identified as Tax Map Parcel
Number: 128 -0- 014 -03 -00 (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.
(b) The real property that is subject to this Contract is identified as 3047
Tobacco Road Augusta, GA, in the County of Richmond and identified as Tax Map Parcel
Number: 128 -0- 014 -07 -0 (hereinafter referred to as the "Property "). The Property is described in
more detail on Exhibit "B" which is attached hereto and incorporated herein by reference.
(c) The real property that is subject to this Contract is identified as 3043
Tobacco Road Augusta, GA, in the County of Richmond and identified as Tax Map Parcel
Number: 128 -0- 014 -09 -0 (hereinafter referred to as the "Property"). The Property is described in
more detail on Exhibit "C" which is attached hereto and incorporated herein by reference.
2. Purchase Price. The Purchase Price for the Property shall be Two Hundred and
Seventy-Eight Thousand Dollars 0/100 ($ $278,000.00) and shall be paid by th Purchaser as
follows:
Payment shall be in the form of a check payable to "H.A. BOSWELL FA ILY LIMITED
PARTNERSHIP" and shall be taken from the "542 Fund Balance."
3. Purchaser's Rights Prior to Closing - 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
1
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) Purchaser is granted permission to perform a Limited Phase Two (2)
Environmental Study of the Property within the Inspection Period.
(c) 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 sole
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. Closing. The Closing of the transaction herein provided shall be held not later
than forty-five (45) days after this Agreement is approved by vote of the Augusta, Georgia
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 (Administrator's deed) 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
2
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
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.
(f) 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
3
improvements affecting the Property which may result in special assessments affecting the
Property.
(i) To the best of Seller's knowledge, the Property 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.
8. Survey. Seller shall 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
surveyor.
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
4
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 reasonable
attorneys fees incurred by Purchaser in such action.
11. Closing 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.
12. Prorations and Adjustments. 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 between 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.
Closing.
(b) Any water and sewer charges shall be prorated between the parties as of the
13. Delivery of Deed and Application of Earnest Money. 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 immediately. 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.
5
To Purchaser:
Augusta, Georgia
0/0 Augusta Law Department
Attn: Kayla E. Cooper, Esq.
520 Greene Street
Augusta, Georgia 30901
To Seller:
Foncile B. Powell, Permanent Administrator
The Estate of Robert Edmond Boswell, deceased
(H.A. Boswell Family Limited Partnership)
0/0 Edward. B. Stalnaker, Attorney for Estate
P. 0. Box 1407, Augusta, GA 30903
15. Governing Law. This Contract shall be governed, interpreted and construed
under the laws of the State of Georgia.
16. Assignment. 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; Zoning. 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. Severability. 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 Agreement. 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 State
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
6
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, Georgia Commission.
IN THE PRESENCE OF:
Da signed by Seller:
t f of )
(b) Purchaser obtains proper zoning for the property.
(c) 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.
SELLER: PURCHASER:
H.A. Boswell Family Limited Partners Augusta, rgia
j err461.te BY �%l� � (tt1l1� J( . 't`�
Foncile Boswell Powell, As Permanent Administrator
the Estate of Robert E. Boswell, Deceased
as General Partner
2012
This (3 day of
7
David S. Cop n haver
As its: Mayor
2012
EXHIBIT "A"
DESCRIPTION OF THE PROPERTY
All that parcel of land containing 3.39 acres, more or less, and
designated under the current mapping system of Augusta, Georgia
as Map /Parcel 128 -0- 0114 -03 -0, and being a portion of a larger
tract of land consisting of three tracts containing a total of 6.09
acres, more or less, and lying at the Northeast intersection of U.S.
Highway 1 (Deans Bridge Road) and Tobacco Road in Richmond
County, Georgia and fronting a distance of 209.19 feet on the
northern right -of -way of said Tobacco Road. This property is
composed of three tracts.
This property is a portion of the properties conveyed to H.A.
Boswell Family Limited Partnership by Robert E. Boswell by
Warranty Deed dated February 14, 1994, and recorded in the
Office of the Clerk of Superior Court on Realty Reel 448, pages
2006 -2007.
Map & Parcel #128 -0- 014 -03 -0 (3035 Tobacco Road)
8
EXHIBIT "B"
DESCRIPTION OF THE PROPERTY
All that parcel of land containing 1.53 acres, more or less, and
designated under the current mapping system of Augusta, Georgia
as Map /Parcel 128 -0- 014 -09 -0, and being a portion of a larger tract
of land consisting of three tracts containing a total of 6.09 acres,
more or less, and lying at the Northeast intersection of U.S.
Highway 1 (Deans Bridge Road) and Tobacco Road in Richmond
County, Georgia and fronting a distance of 209.19 feet on the
northern right -of way of said Tobacco Road. This property is
composed of three tracts.
This property is a portion of the properties conveyed to H.A.
Boswell Family Limited Partnership by Robert E. Boswell by
Warranty Deed dated February 14, 1994, and recorded in the
Office of the Clerk of Superior Court on Realty Reel 448, pages
2006 -2007.
Map & Parcel #128 -0- 014 -09 -0 (3043 Tobacco Road)
9
EXHIBIT "C"
DESCRIPTION OF THE PROPERTY
All that parcel of land containing 1.17 acres, more or less, and
designated under the current mapping system of Augusta, Georgia
as map /Parcel 128 -0- 014 -07 -0, and being a portion of a larger tract
of land consisting of three tracts containing a total of 6.09 acres,
more or less, and lying at the Northeast intersection of U.S.
Highway 1 (Deans Bridge Road)) and Tobacco Road in Richmond
County, Georgia and fronting a distance of 209.19 feet on the
northern right -of -way of said Tobacco Road. This property is
composed of three tracts.
This property is a portion of the properties conveyed to H.A.
Boswell Family Limited Partnership by Robert E. Boswell by
Warranty Deed dated February 14, 1994, and recorded in the
Office of the Clerk of Superior Court on Realty Reel 448, pages
2006 -2007.
Map & Parcel #128 -0- 014 -07 -0 (3047 Tobacco Road)
10