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EXHIBIT 10.3
LOT/LAND PURCHASE AND SALE AGREEMENT
Date July 8, 1997
1. PURCHASE AND SALE. The undersigned buyer ("Buyer") agrees to buy and
the undersigned seller ("Seller") agrees to sell all that tract or
parcel of land, with such improvements as are located thereon,
described as follows: All that tract of land lying and being in Land
Lot - of the - District, - Section of Effingham
County, Georgia, and being known as Xxxxxxx Xxx - 0 - Xxxxx Xxxx
Xxxx (1.57 acre parcel), City Xxxxxx Zip Code 31326, according
to the present system of numbering in and around this area, being more
particularly described as Lot _______, Block ______, Unit ______,
Phase/Section ______ of_________________________________ subdivision,
as recorded in Plat Book ______, Page _________, ___________ County,
Georgia, records together with all landscaping, improvements, and
appurtenances, all being hereinafter collectively referred to as the
"Property". The full legal description of the Property is the same as
is recorded with the Clerk of the Superior Court of the county in which
the Property is located and is made part of this Agreement by
reference.
2. PURCHASE PRICE. Buyer warrants that except as may be otherwise
provided herein, Buyer will at closing have sufficient cash to
complete the purchase of the Property and does not need to sell or
lease other real property in order to complete the purchase of the
Property. The purchase price of the Property to be paid by Buyer at
closing is [Select one. The other is not a part of this Agreement]:
X Two-hundred twenty-five thousand and 00/100 U.S. Dollars,
$225,000.00
OR
X Seller shall have a survey made of the Property by a registered
Georgia Surveyor; if said survey is not mutually acceptable, the
parties agree to resolve that issue in accordance with the provisions
of the "Survey Resolution Exhibit" attached and made a part hereof by
reference thereto. The total purchase price shall be determined by
multiplying the total number of acres, to the nearest one
one-hundredth of an acre determined by survey by $N/A per acre.
3. METHOD OF PAYMENT. The purchase price of the Property shall be
paid by the buyer at closing subject to the following: [Select
sections A, B, C, and/or D Below. The sections not marked are not a
part of this Agreement]:
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X A. ALL CASH AT CLOSING: At closing, Buyer shall pay the purchase
--- price to Seller in cash, or its equivalent. Buyer's obligation to
close shall not be contingent upon Buyer's ability to obtain
financing. Buyer shall pay all closing costs.
B. LOAN TO BE ASSUMED, see Exhibit "______."
---
C. NEW LOAN TO BE OBTAINED: This Agreement is made conditioned upon
--- Buyer's ability to obtain a loan in the principal amount of _______%
of the purchase price listed above, with an interest rate at PAR of
not more than _______% per annum on the unpaid balance, to be secured
by a first lien security deed on the Property; the loan to be paid in
consecutive monthly installments of principal and interest over a term
of not less than ______ years. "Ability to obtain" as used herein
means that Buyer is qualified to receive the loan described herein
based upon lender's customary and standard underwriting criteria. The
loan shall be of the type selected below: [The sections not marked are
not a part of this Agreement.]
___ FIXED RATE MORTGAGE LOAN; ___ ADJUSTABLE RATE MORTGAGE ("ARM")
LOAN; ___ FHA LOAN; ___ VA LOAN; (see attached exhibit)
___ OTHER LOAN (see attached exhibit)
(1) CLOSING COSTS AND DISCOUNT POINTS: At closing, __________ shall
pay a sum not to exceed $ _____________ to be used at Buyer's
discretion to pay for closing costs, loan discount points and survey
costs. Buyer shall pay any additional costs, insurance premiums or
escrow amounts to fulfill lender requirements or to otherwise close
this transaction.
(2) LOAN OBLIGATIONS: Buyer agrees to (a) make application for the
loan within _______ (_____) days from the Binding Agreement Date, (b)
immediately notify Seller of having applied for the loan and the name
of the lender and (c) pursue qualification for and approval of the
loan diligently and in good faith. Should Buyer not timely apply for
the loan, Seller may terminate the Agreement if Buyer does not within
5 days after receiving written notice thereof cure the default by
providing Seller with written evidence of loan application. Buyer
agrees that a loan with terms consistent with those described herein
shall satisfy this loan contingency. Buyer may also apply for a loan
with different terms and conditions and close the transaction provided
all other terms and conditions of this Agreement are fulfilled, and
the new loan does not increase the costs charged to the Seller. Buyer
shall be obligated to close this transaction if Buyer has the ability
to obtain a loan with terms as described herein and/or any other loan
for which Buyer has applied and been approved.
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D. SECOND LOAN TO BE OBTAINED, see Exhibit "________."
---
4. XXXXXXX MONEY. Buyer has paid to N/A ("Holder") xxxxxxx money of
$ -0- check, OR $ -0- cash, which has been received by Holder. The
xxxxxxx money shall be deposited in Holder's escrow/trust account
(with Holder retaining the interest if the account is interest
bearing) within 5 banking days from the Binding Agreement Date and
shall be applied toward the purchase price of the Property at the time
of closing. In the event any xxxxxxx money check is not honored, for
any reason, by the bank upon which it is drawn, Holder shall promptly
notify Buyer and Seller. Buyer shall have 3 banking days thereafter to
deliver good funds to Holder. In the event Buyer does not timely
deliver good funds, the Seller shall have the right to terminate this
Agreement upon written notice to the Buyer.
Holder shall disburse xxxxxxx money only as follows: (a) upon the
failure of the parties to enter into a binding agreement; (b) at
closing; (c) upon a written agreement signed by all parties having an
interest in the funds; (d) upon order of a court or arbitrator having
jurisdiction over any dispute involving the xxxxxxx money; or (e) upon
a reasonable interpretation of this Agreement by Holder. Prior to
disbursing xxxxxxx money pursuant to a reasonable interpretation of
this Agreement, Holder shall give all parties 15 days notice by
certified mail (to each party's last known address), stating to whom
the disbursement will be made. Any party may object in writing to the
disbursement, provided the objection is received by Holder prior to
the end of the 15-day notice period. All objections not raised in a
timely manner shall be waived. In the event a timely objection is
made, Holder shall consider the objection and shall do any or a
combination of the following: (i) hold the xxxxxxx money for a
reasonable period of time to give the parties an opportunity to
resolve the dispute; (ii) disburse the xxxxxxx money and so notify all
parties; and/or (iii) interplead the xxxxxxx money into a court of
competent jurisdiction. Holder shall be reimbursed for and may deduct
from any funds interpleaded its costs and expenses, including
reasonable attorneys' fees. The prevailing party in the interpleader
action shall be entitled to collect from the other party the costs and
expenses reimbursed to Holder. No party shall seek damages from Holder
(nor shall Holder be liable for the same) for any matter arising out
of or related to the performance of Holder's duties under this xxxxxxx
money paragraph. If Buyer breaches Buyer's obligations or warranties
herein, Holder may pay the xxxxxxx money to Seller by check, which if
accepted and deposited by Seller shall constitute liquidated damages
in full settlement of all claims of Seller.
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5. CLOSING AND POSSESSION.
A. PROPERTY CONDITION: Seller warrants that at the time of closing or
upon the granting of possession if at a time other than at closing,
the Property will be in the same condition as it was on Binding
Agreement Date, normal wear and tear excepted. Seller shall deliver
Property clean and free of debris at time of possession. If the
Property is destroyed or substantially damaged prior to closing,
Seller shall promptly notify Buyer of the amount of insurance proceeds
available to repair the damage and whether Seller will complete
repairs prior to closing. Buyer may terminate this Agreement not later
than 5 days after receiving such notice by giving written notice to
Seller. If Buyer does not terminate this Agreement, Buyer shall
receive at closing such insurance proceeds as are paid on the claim
which are not spent to repair the damage.
B. TAXES: Real estate taxes on said Property for the calendar year
in which the sale is closed shall be prorated as of the date of
closing. Seller shall pay State of Georgia property transfer tax.
C. CLOSING DATE AND POSSESSION: This transaction shall be closed on
October 31, 1997, or on such earlier date as may be agreed to by the
parties in writing, provided, however, that (1) in the event the loan
described herein is unable to be closed on or before said date, or (2)
Seller fails to satisfy valid title objections, Buyer or Seller may by
notice to the other party (which notice must be received on or before
to the closing date) extend this Agreement's closing date up to 7 days
from the above-stated closing date. Buyer agrees to allow Seller to
retain possession of the Property until closing or 6:00 p.m. N/A days
after closing, whichever is later.
D. WARRANTIES TRANSFER: Seller agrees to transfer to Buyer, at
closing, subject to Buyer's acceptance thereof, Seller's interest in
any manufacturer's warranties, service contracts, termite bond or
treatment guarantee and/or other similar warranties which by their
terms may be transferable to Buyer.
E. PRORATIONS: Seller and Buyer agree to prorate all utility bills
between themselves, as of the date of closing (or the day of
possession of the Property by the Buyer, whichever is the later) which
are issued after closing and include service for any period of time
the Property was owned/occupied by Seller or any other person prior to
Buyer.
F. CLOSING CERTIFICATIONS: Buyer and Seller shall execute and
deliver such certifications, affidavits, and statements
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as are required at closing to meet the requirements of the lender and
of federal and state law.
6. SELLER'S PROPERTY DISCLOSURE. Seller's Lot/Land Disclosure Statement
is attached hereto and incorporated herein. Seller warrants that to
the best of Seller's knowledge and belief the information contained
therein is accurate and complete as of the Binding Agreement Date.
7. TITLE.
A. WARRANTY. Seller warrants that at the time of closing, Seller will
convey good and marketable title to said Property by general warranty
deed, subject only to (1) zoning; (2) general utility, sewer, and
drainage easements of record on the Acceptance Date upon which the
improvements do not encroach; (3) subdivision and/or condominium
declarations, covenants, restrictions, and easements of record on the
Acceptance Date; and (4) leases and other encumbrances specified in
this Agreement. Buyer agrees to assume Seller's responsibilities in
any leases specified in this Agreement.
B. EXAMINATION. Buyer may, prior to closing, examine title and furnish
Seller with a written statement of objections affecting the
marketability of said title. If Seller fails to satisfy valid title
objections prior to closing or any extension thereof, then Buyer may
terminate the Agreement upon written notice to Seller, in which case
Buyer's xxxxxxx money shall be returned. 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.
C. SURVEY. Any survey of the Property attached hereto shall be a part
of this Agreement. Buyer shall have the right to terminate this
Agreement upon written notice to Seller if a new survey performed by a
surveyor licensed in Georgia is obtained which is materially different
from any attached survey with respect to the Property, in which case
Buyer's xxxxxxx money shall be returned. Matters revealed in said
survey shall not relieve the warranty of title obligations of Seller
referenced above.
8. INSPECTION. Buyer and/or Buyer's representatives shall have the right
to enter the Property at Buyer's expense and at reasonable times
(including immediately prior to closing) to thoroughly inspect,
examine, test, and survey the Property. Seller shall cause all
utility services and any pool, spa, and similar items to be
operational so that Buyer may complete all inspections under this
Agreement. The Buyer agrees to hold the Seller and all Brokers
harmless from all claims, injuries, and damages arising out of or
related to the exercise of these
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rights. [Select section A. or B. below. The section
not marked shall not be part of this Agreement.]
___ A. INSPECTION PROCEDURE. Buyer shall have the right and
Buyer responsibility to review and inspect all aspects of the
Initials Property in accordance with the attached "Lot/Land Special
Stipulations Exhibit" which is made a part hereof.
OR
X B. PROPERTY SOLD "AS IS." All parties agree that the
___ Property is being sold "as is," with all faults. The Seller
Buyer shall have no obligation for repairs or replacements noted in
Initials any inspection(s) made by or for Buyer, except as may be
otherwise required herein. Such repairs or replacements shall
be the sole responsibility of Buyer.
9. OTHER PROVISIONS.
A. BINDING EFFECT, ENTIRE AGREEMENT, MODIFICATION, ASSIGNMENT.
This agreement shall be for the benefit of, and be binding
upon, the parties hereto, their heirs, successors, legal
representatives and permitted assigns. This Agreement
constitutes the sole and entire agreement between the parties
hereto and no modification or assignment 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. Any assignee shall fulfill all the terms and
conditions of this Agreement.
B. SURVIVAL OF AGREEMENT. All conditions or stipulations not
fulfilled at time of closing shall survive the closing until
such time as the conditions or stipulations are fulfilled.
C. GOVERNING LAW. This Agreement is intended as a contract
for the purchase and sale of real property and shall be
interpreted in accordance with laws of the State of Georgia.
D. TIME OF ESSENCE. Time is of the essence of this Agreement.
E. TERMINOLOGY. As the context may require in this Agreement:
(1) the singular shall mean the plural and vice versa, and
(2) all pronouns shall mean and include the person, entity,
firm, or corporation to which they relate.
F. RESPONSIBILITY TO COOPERATE. All parties agree to timely
take such actions and produce, execute, and/or deliver such
information and documentation as is reasonably necessary to
carry out the responsibilities and obligations of this
Agreement.
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G. NOTICES. Except as otherwise provided herein, all notices,
including demands, required or permitted hereunder shall be
in writing and delivered either (1) in person, (2) by an
overnight delivery service, prepaid, (3) by facsimile
transmission (FAX) or (4) by the United States Postal
Service, postage prepaid, registered or certified return
receipt requested. Notice shall be deemed to have been given
as of the date and time it is actually received.
Notwithstanding the above, notice by FAX shall be deemed to
have been given as of the date and time it is transmitted if
the sending FAX produces a written confirmation with the
date, time and telephone number to which the notice was sent.
Receipt of notice by the Broker representing a party as a
client shall be deemed to be notice to that party for all
purposes herein.
10. DISCLAIMER. Buyer and Seller acknowledge that they have not
relied upon any advice, representations or statements of
Brokers and waive and shall not assert any claims against
Brokers involving the same. Buyer and Seller agree that
Brokers shall not be responsible to advise Buyer and Seller
on any matter, including but not limited to the following:
any matter which could have been revealed through a survey,
title search or inspection of the Property; the condition of
the Property, any portion thereof, or any item therein; the
necessity or cost of any repairs to the Property; hazardous
or toxic materials; the tax or legal consequences of this
transaction; the availability and cost of utilities or
community amenities; the appraised or future value of the
Property; any condition(s) existing off the Property which
may affect the Property; the terms, conditions and
availability of financing; and the uses and zoning of the
Property whether permitted or proposed. Buyer and Seller
acknowledge that Brokers are not experts with respect to the
above matters and that, if any of these matters or any other
matters are of concern to them, they shall seek independent
expert advice relative thereto.
11. BROKERAGE AND AGENCY. The Brokers listed below have performed
a valuable service in negotiating this Agreement and are made
parties hereunder to enforce their commission rights. Payment
of commission to a Broker shall not create an agency or
subagency relationship between Buyer's Broker and either
Seller or Seller's Broker. Seller agrees to pay the Listing
Broker, if any, listed below at closing a commission (which
commission has already been negotiated in a separate
agreement) of $ -0- or -0- % of the purchase price. In the
event this sale is made in cooperation with another Broker
listed below as the Selling Broker, the Listing Broker shall
receive -0- % of the total real estate commission paid
hereunder and the Selling Broker shall receive -0- % of the
total real estate commission paid hereunder.
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In the event the sale is not closed because of Buyer's and/or
Seller's failure or refusal to perform any of their
obligations herein, the non-performing party shall
immediately pay the Listing Broker and the Selling Broker
their full commissions. The Listing Broker and Selling Broker
may jointly or independently pursue the non-performing party
for that portion of the commission which they would have
otherwise received had the transaction closed. No Brokers
shall owe any duty to Buyer or Seller greater than is set
forth in the Brokerage Relationships in Real Estate
Transactions Act, O.C.G.A. Section 10-6A-1 et seq. Seller and
Buyer agree to indemnify and hold Broker harmless against all
claims, damages, losses, expenses and/or liabilities arising
out of or related to this transaction except those arising
from Broker's intentional wrongful acts. Seller and Buyer
acknowledge that if they have entered into a client
relationship with a Broker, that Broker has disclosed on a
prior basis (1) the types of brokerage relationships offered
by the Broker, (2) any other brokerage relationship which
would conflict with the client's interest and (3) the
compensation of Broker and whether commissions will be shared
with other Brokers. In this Agreement, the term "Broker"
shall mean a licensed Georgia real estate broker and the
broker's affiliated licensees. In this transaction, the
relationship of the Listing Broker and the Selling Broker to
the Buyer and Seller is as specified below.
LISTING BROKER: [Select A or B below. The section not marked
shall not be a part of this Agreement]
___ A. SELLER AGENCY: Listing Broker has entered into a
client relationship with Seller.
X B. DUAL AGENCY: Listing Broker has entered into a client
relationship with Buyer and Seller.
SELLING BROKER: [Select A, B, C, D or E below. The section
not marked shall not be a part of this Agreement]
___ A. BUYER AGENCY: Selling Broker has entered into a client
relationship with Buyer.
X B. DUAL AGENCY: Selling Broker has entered into a client
relationship with Buyer and Seller.
___ C. SELLER AGENCY: Selling Broker has entered into a
client relationship with Seller.
___ D. TRANSACTION BROKERAGE: Selling Broker has not entered
into a client relationship with Buyer or Seller.
___ E. SELLER SUBAGENCY: Listing Broker has entered into a
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client relationship with Seller and has appointed Selling
Broker as its subagent.
If dual agency or transaction brokerage is selected above, the
applicable disclosure below is incorporated herein. Otherwise, the
disclosure(s) is not a part of this Agreement.
DUAL AGENCY DISCLOSURE
Seller and Buyer are aware of Broker's dual agency role and have
determined that the benefits of Broker's role outweigh the detriments.
Seller and Buyer have been advised (1) that in this transaction the
Broker has acted as a dual agent, (2) that the Broker represents two
clients whose interests may be different or adverse, (3) that as a dual
agent, Broker may not disclose information made confidential by request
unless it is allowed or required to be disclosed and (4) that the
client does not have to consent to dual agency. The clients referenced
above have voluntarily consented to dual agency and have read and
understood their brokerage engagement agreements. The Broker and/or
affiliated licensees have no material relationship with either client
or the nature of it is as follows:
______________________________________________________________________
____________________________________________________________. A
material relationship means one actually known of a personal, familial
or business nature between the Broker and affiliated licensees and a
client which would impair their ability to exercise fair judgment
relative to another client.
AFFILIATED LICENSEE ASSIGNMENT: The Broker has assigned ____________
_________________________________________ (Selling licensee) to work
with Buyer and_______________________________________________ (Listing
Licensee) to work with Seller. Each shall be deemed to act for and
represent exclusively the party to whom each has been assigned.
TRANSACTION BROKERAGE DISCLOSURE
Seller and Buyer are aware that if they are not represented by a
Broker they are each solely responsible for protecting their own
interests. Seller and Buyer acknowledge that the Broker may perform
ministerial acts for either party as a transaction Broker.
12. TIME LIMIT OF OFFER.
This instrument shall be open for acceptance until ______ o'clock ____
M. on the __________ day of __________________, 19 ___.
13. EXHIBITS AND ADDENDA. All exhibits and/or addenda attached hereto,
listed below, or referenced herein are made a part of this Agreement:
Lot/Land Special Stipulations (F21), Seller's Lot/Land Property
Disclosure Statement (F36)
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See Exhibit "A" attached to and made a part of this contract.
SPECIAL STIPULATIONS: The following Special Stipulations, if conflicting with
any preceding paragraph, shall control.
___ (Xxxx if additional pages are attached.)
A. This contract is contingent upon the Charter being approved by the
Department of Banking and Finance - State of Georgia and Federal
Deposit Insurance Corporation for the New Citizens Bank of Effingham,
Rincon Branch; presently in organization within contract period. In
the event approval for the Rincon Branch is not approved by contract
date; Purchaser can close transaction or extend contract until
December 31, 1997 and pay Sellers interest at prime interest rate
during the extension period plus 1% on Sun Trust Bank rate.
B. It is agreed that Seller will provide water and sewer to referenced
property and install the new curb cut to be located between lots 4 and
5 at no expense to Purchaser. Seller shall also provide and access
road on the rear of lots 4 and 5 leading to Towne Park East Drive at
no expense to Purchaser. It is further understood that a 15 foot
access easement will be located on each side of parcels 4 and 5 (30
foot total) to furnish access to both parcels. Each property owner
will be responsible for sharing the expense of the paving and curb and
gutter for the 30 foot easement as shown on attached exhibit.
C. Contract is contingent upon final approval from the Town of Rincon for
the subdivision of said lots. In the event approval is not obtained by
the projected closing date from the Town of Rincon; Purchaser and
Seller agrees to extend contract and close within 10 days of approval
from the Town of Rincon.
D. It is understood and agreed that Xxxxxx X. Xxxxx, a licensed Real
Estate Broker in the State of Georgia is one of the officers of The
Effingham Company, Inc. and is part owner of the 21 Centre Partnership
(Seller). Xxxx X. Xxxxxxx, wife of W. Xxxxxx Xxxxxxx is also an
officer in The Effingham Company, Inc., as well. Xxxxxx X. Xxxxx and
W. Xxxxxx Xxxxxxx are one of the partners in The Citizens Effingham
Partnership (Purchasers) of said property.
(This page intentionally left blank.)
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Century 21 Xxxxx Realty (294) s/ Xxxxx X. Xxxxxxxxx
----------------------------------- ------------------------------
Selling Broker MLS Office Code Buyer's Signature SS/FEL #
Print or Type Name: Citizens
----------
By: s/ Xxxxxx X. Xxxxx Effingham Partnership
------------------------------- ------------------------------
Broker or Broker's Affiliated
Licensee Citizens Effingham Partnership
Print or Type Name: ------------------------------
----------------- Buyer's Signature SS/FEL #
Xxx.Xxxxx 000 000-0000 Fax 000-0000 Print or Type Name:
------------ -------- ----------
21 Centre Partnership-Seller-
------------------------------
Century 21 Xxxxx Realty (294) s/Xxxxxx X. Xxxxxxxxxx, Xx.
---------------------------------- C. Xxxxxx Xxxxx
Listing Broker MLS Office Code ------------------------------
Multiple Listing # Seller's Signature SS/FEL #
----------------- Print or Type Name:
By: Xxxxxx X. Xxxxx
----------------------------
Broker or Broker's Affiliated
Licensee ______________________________
Print or Type Name:____________ Seller's Signature SS/FEL #
Xxx.Xxxxx:912 000-0000XXX000-0000 Print or Type Name: The
------------ -------- ----------
Effingham Company, Inc.
------------------------------
Xxxxxx X. Xxxxx, President
W. Xxxxxx Xxxxxxx, Sec.
ACCEPTANCE DATE
The above proposition is hereby accepted, 10 o'clock A .M. on the 7th day of
August, 1997.
BINDING AGREEMENT DATE
This instrument shall become a binding agreement on the date ("Binding
Agreement Date") when notice of the acceptance of this Agreement has been
received by offeror. The offeror shall promptly notify offeree when acceptance
has been received.
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EXHIBIT A
See Plat on file with Century 21 Xxxxx Realty.
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LAND SALES CONTRACT
APPROVED BY AND FOR USE OF MEMBERS
SAVANNAH BOARD OF REALTORS
1. Submission offer date June 25 ,1997.
2. The undersigned SELLER(S) agrees to sell, and the undersigned
PRUCHASER(S) agrees to buy, through CENTURY 21 Xxxxx Realty the
listing Real Estate broker, all that certain lot of land in Effingham,
COUNTY GEORGIA, which is more full described in the legal description
set forth or attached and made a part hereof:
1.29 Acres located in the City of Springfield, 9th GMD,
Effingham County, Georgia, Plat recorded in Plat Cabinet A,
Slide 319-F, of the Clerks Records, Effingham County Georgia.
See Exhibit "A" Attached to and made a part of this Contract.
including all plumbing, water system and other stationary equipment,
also all trees shrubbery, and standing timber.
3. PURCHASE PRICE of said property shall be One hundred ten thousand and
00/100 Dollars ($110,000.00) to be paid as follows:
Cash to Seller at Closing.
This Contract is contingent upon the charter being approved by
the Department of Banking and Finance - State of Georgia for
the New Citizens Bank of Effingham, Springfield office;
presently in organization within a 6 month period.
4. TITLE: Seller warrants that he presently has good and marketable
title to the property and agrees to convey said property to the
Purchaser at closing by General Warranty Deed subject only to leases,
easements, restrictions and encumbrances as recorded.
In the event leases are specified in this contract, the
Purchaser agrees to assume the Seller's responsibility thereunder to
the tenant and to the Broker who negotiated such leases.
It is expressly understood and agreed between the parties
hereto that TIME IS OF THE ESSENCE of this contract. The sale shall be
closed on or before December 30, 1997 prior to which time Purchaser
shall have the opportunity of having the title examined. Should any
legal defect be found in the Title, Seller shall be provided with a
written statement thereof prior to above said date and given a
reasonable time thereafter within which to correct the same; however
in no
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event to exceed sixty (60) days from the date of said notice of
defect. Upon the expiration of sixty (60) days, Purchaser has the
option to void this contract.
5. TAXES, rentals, water rent and refuse collection fees are to prorated
as of the date of the consummation of this sale. Insurance premiums
may be prorated at the option of the Purchaser.
6. COST OF STREET paving, curbs or gutters completed as of the date of
execution of this Sales Contract shall be paid by the Seller upon
consummation of this sale. Purchaser shall assume the obligations for
all Street paving or improvements completed after the execution
hereof.
7. XXXXXXX MONEY: Broker acknowledges that Purchaser has paid the sum of
On thousand and 00/100 DOLLARS ($1000.00) _____ Cash, X Check payable
to CENTURY 21 Xxxxx Realty as xxxxxxx money which shall be applied as
part payment of the Purchase price of the property at Closing. Said
xxxxxxx money will be deposited in Broker's escrow account only after
final acceptance of this Instrument. In the event the Purchaser shall
stop payment of his xxxxxxx money check or should the purchaser's
xxxxxxx money check be dishonored when presented to the bank, then at
the Seller's option this agreement may be declared null and void. All
parties to this contract agree that the Broker required to deposit the
xxxxxxx money may deposit the xxxxxxx money in an interest bearing
account and that said Broker is entitled to the interest earned on
such deposit to cover his administrative expenses.
8. BROKERAGE/SELLER OR PURCHASER DEFAULT: In negotiating this contract,
Broker has rendered a valuable service and is therefore made a party
hereto to enable Broker to enforce its commission rights hereunder
against the parties hereto on the following basis:
Seller agrees to pay Broker the full commission when the sale is
consummated. In the event the sale is not consummated because of
Seller's inability, failure or refusal to perform any of the Seller's
covenants herein, then the Seller shall pay the full commission to
Broker, and Broker at the option of Purchaser, shall return the
xxxxxxx money to Purchaser, as herein provided. Purchaser agrees that
if Purchaser fails or refuses to perform any of the Purchaser's
covenants herein, Purchaser shall forthwith pay Broker the full
commission provided at the sole option of Seller. Broker may first
apply one-half (l/2) of the xxxxxxx money towards the payment of, but
not to exceed, the full commission and shall pay the balance thereof
to Seller as liquidated damages, and Seller accepts the balance as
Seller's liquidated damages in full settlement of any claim for
damages, whereupon Broker shall be released by any and all liability
for return of xxxxxxx money to Purchaser. Should seller reject tender
by Broker of one-
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half (1/2) of the xxxxxxx money deposit in full settlement for his
damages due to Purchaser's default, Seller shall retain all rights at
law against Purchaser for his default on this contract and said
one-half of the xxxxxxx money shall be retained by the Broker until
the matter is resolved after having paid the other one-half to
himself. Purchaser will be responsible for any credit report and
appraisal charges. The Agent's commission as herein provided shall not
be cancelled or defeated in the event the Seller and Purchaser should
mutually agree to call off the sale and the xxxxxxx money paid
hereunder shall be applied to the payment of said commission; the
balance, if any, shall be refunded to the Purchaser. In the event the
amount of said deposit is insufficient to pay Agent's commission as
herein provided, Seller and Purchaser shall be jointly and severally
liable for the balance due the Agent thereon. Both Seller and
Purchaser will be equally responsible for any credit report and
appraisal charges. In the event the sale is not consummated for
reasons other than default of the Parties as herein provided, the
xxxxxxx money deposit is to be refunded to the Purchaser less the cost
of the credit report and appraisal fees if they have been already
incurred by a Seller or Lender.
In the event is is necessary for any Broker involved in the
transaction to file suit to collect any commission due hereunder and
said suit to collect the commission is determined in favor of Broker,
there shall be added to the amount of the commission recovered, in
said suit by the court an additional sum sufficient to pay the
attorney's fees and litigation expenses.
In the event either Seller or Purchaser brings suit against the other
for the purpose of enforcing this contract the prevailing party in
said litigation shall have added to any reward recovered in said suit
by the court, an additional sum sufficient to pay the Attorney's fees
and litigation expenses.
In the event the sale is not consummated for reasons other than default
of the parties as herein provided, the xxxxxxx money deposit is to be
refunded to the Purchaser less loan processing costs and closing
expenses incurred.
If either Purchaser or Seller commits an anticipatory breach or
indicates implicity or actually that such party will consummate this
sale, the defaulting party hereby waives the necessity of tender.
The agent in negotiating this contract has rendered a valuable service
and Seller agrees to pay agent's commission at closing based upon
$10,000.00 (Flat Fee) percent of the total sales price or in accordance
with the Seller's listing agreement.
This contract has been made in cooperation with N/A, a licensed Broker,
which will receive -- ____________
16
percent of the total sales price at closing.
9. CLOSING COST: Closing costs to include, but not limited to,
Attorney's fees, intangible tax, recording costs and long distance
phone calls to be paid by (check one) ____ Seller, X Purchaser,
___Other. See Special Stipulation #________ .
Closing Attorney to be selected by X Purchaser, ____ Seller, and
subject to lender's approval.
Purchaser and Seller mutually agree to close at a time and place
designated by Closing Attorney within five (5) working days after
notification from the Closing Attorney that the sale is ready to
close.
10. ENTIRE AGREEMENT. This contract constitutes the entire agreement
between the parties, and shall be binding upon and inure to the
benefit of heirs, executors, administrators and assigns of the
respective parties hereto. ALL additions or modifications to this
contract shall be only in writing and signed by ALL parties and shall
become an amendment to this contract. There shall be no verbal
agreements of any kind between parties.
11. CONTINGENT AND LIMITING CONDITIONS. The Seller's Agent assumes that
there are no hidden or unapparent conditions of the property, subsoil,
or structures. The Seller's Agent assumes no responsibility for such
conditions or for engineering which might be required to discover such
factors.
12. AGENCY DISCLOSURE. See Exhibit "B" attached to and made a part of
this Contract.
13. ADVICE AND REPRESENTATION WAIVER: Seller acknowledges that he has not
relied upon the representations, if any, by Broker (or the agents of
Broker) relative to the legal and tax consequences of this contract or
the sale of this property, and Purchaser acknowledges that he has not
relied upon the advice or representation, if any, by Broker (or agents
of Broker) relative to the legal and tax consequences of this contract
or the purchase and ownership of the property, the structural
condition of the property, the operating condition of electrical,
heating, air conditioning, plumbing, water heating systems, and
appliances in the property, the availability of utilities to the
property, the past or potential effects of rising flood waters on the
property or the investment potential or resale value of the property.
Seller and Purchaser both acknowledge that if such matters have been
of concern to them, they have sought and obtained independent advice
relative hereto.
14. SPECIAL STIPULATIONS: The following stipulations and any addenda, if
in conflict with any printed matter in this Agreement, shall control
and take precedence over such printed
17
matter.
14-A. It is understood and agreed that Xxxxxx X. Xxxxx is a licensed
Real Estate Broker in the State of Georgia and one of the
Purchasers of this property. Seller further acknowledges that
Broker has represented them in the Purchase of this and other
properties and is acting as a Dual Agent in this transaction.
14-B. This property is served by City water; however, City sewer is
not available to this site at present.
14-C. This contract is contingent upon this property being exchanged
for a site owned by the Xxxx X. Xxxxxx, Xx. Estate located at
000 Xxxxx Xxxxxx Xxxxxx adjacent to the Springfield Post
Office.
15. OFFER PERIOD: This instrument shall be regarded as an offer by the
Purchaser or Seller who first signs to the offer and is open for
acceptance by the other until ________ o'clock ___ M., on the
__________ day of __________ __ , 19___ by which time written
acceptance of such offer must have been actually received by Broker,
Sales Manager, or by Broker's Agent, who shall promptly notify his
client/customer of such acceptance.
EXECUTED IN THE PRESENCE OF: WITNESS THE HAND AND SEAL OF THE UNDERSIGNED:
CENTURY 21 Xxxxx Realty (L.S.)
----------------------------- -----------------------------
SELLING COMPANY (Signature) PURCHASER
s/Xxxxx X. Xxxxxxxxx (L.S.)
----------------------------- ------------------------------
BROKER OR REALTOR (Signature) PURCHASER
s/Xxxxxx X. Xxxxx Citizens Effingham Partnership
----------------------------- ------------------------------------
BY AUTHORIZED AGENT (Print name in which title is desired
for ownership)
s/Xxxxxx X. Xxxxxxx, Xx. (L.S.)
----------------------------- -------------------------------
LISTING COMPANY (Signature) Xxxxxx X. Xxxxxxx, Xx.,
Seller
s/ Xxx Xxxxx Xxxxxxx (L.S.)
----------------------------- -------------------------------
BROKER OR REALTOR (Signature) Xxx Xxxxx Xxxxxxx
Seller
s/X.X. Xxxxxxx, III
----------------------------- -------------------------------
BY AUTHORIZED AGENT X. X. XXXXXXX, III
Seller
18
ACCEPTANCE DATE:
THE ABOVE PROPOSITION IS HEREBY ACCEPTED, 5:15 O'CLOCK P.M., THIS 7th
DAY OF July, 1997.
A CONTRACT FOR SALE OF REALTY IN GEORGIA IS A LEGAL INSTRUMENT. IF NOT
UNDERSTOOD, SEEK COMPETENT LEGAL ADVICE.
19
EXHIBIT A
Plat of 1.29 acres, divided from Property of Arte Xxxxxx for Xxxxxx X.
Xxxxxxx, Xx. & Xxx Xxxxx Xxxxxxx & X.X. Xxxxxxx, III.
Recorded in the Office of the Clerk of the Superior Court of Effingham
County, Georgia in Plat Cabinet A, Slide 319-F.
20
EXHIBIT B
See Agency Disclosure document on file with Century 21 Xxxxx Realty.
Also see Sellers Property Disclosure statement on file with Century 21
Xxxxx Realty.
21
STATE OF GEORGIA )
)
COUNTY OF EFFINGHAM )
This indenture made and entered into on the 9th day of August, 1997
between XXXX XXXX XXXXXX, XX. and XXXXX XXXXXX XXXXXX as Executors and Trustees
under the last will and testament of the late XXXX X. XXXXXX and XXXX XXXXXXX
X. XXXXXX, deceased as First Party and CITIZENS EFFINGHAM PARTNERSHIP of
Effingham County, Georgia, acting as agent for a group of citizens in the
process of chartering the Citizens Bank of Effingham as Second Party.
W I T N E S S E T H
WHEREAS, Second Party has contracted for the purchase of a parcel of
property containing 1.29 acres described below, contingent upon the Department
of Banking and Finance issuing a charter to the Citizens Bank of Effingham; and
WHEREAS, the Second Parties have decided that they would like to
exchange the piece of property that they have contracted to purchase with the
Estate of the late XXXX X. XXXXXX and XXXX XXXXXXX X. XXXXXX for another site
on which they prefer to build their bank; and
WHEREAS, the executors and trustees under the last Will and Testament
of the said XXXX X. XXXXXX and XXXX XXXXXXX X. XXXXXX are willing to make such
exchange on an even basis with there being no money transferred between the
Parties in this transaction; and
WHEREAS, this is strictly to be an exchange of one piece of land for
another piece of land without any cash consideration; and
NOW, THEREFORE, in consideration of the sum of one dollar ($1.00) in
hand paid to First Parties by Second Parties, the receipts of efficiency
thereof being hereby acknowledged, the Parties hereto agree as follows:
In the event that the Department of Banking and Finance issues a
Charter to the Citizens Bank of Effingham, all of the following acts set forth
hereunder shall take place:
(a) Second Parties shall perform all acts necessary to complete
their acquisition of a tract of land containing
1.29 acre corner lot situated in Springfield and
this plat is a survey plat that is recorded 4/27/95
and prepared by Xxxx X.Xxxxxx, registered land
surveyor, recorded in Plat A/ 319 F in the Clerk of
Effingham County, which is
22
incorporated herein by this reference and said map
marked Exhibit "A" and made a part hereof.
(b) Second Party shall then convey said property to XXXX XXXX
XXXXXX, XX. and to XXXXX XXXXXX XXXXXX as Co-Executors of the
last will and testament of XXXX X. XXXXXX and XXXX XXXXXXX X.
XXXXXX in exchange for property owned debt free by the Estate
of the said XXXX X. XXXXXX, XX. being more particularly
described as follows:
1.60 acres lying westerly of State Highway 21 in the
City of Springfield, 11th GM District, Effingham
County, Georgia, being shown on a plat prepared by
Xxxx X. Xxxxxx, R.L.S. dated July 23, 1997 known as
file #4715 and having the metes, bounds and
dimensions shown thereon, said map marked Exhibit "B"
and made a part hereof.
(c) Immediately upon receipt of the approval from the State
Department of Banking and Finance, Second Party shall
immediately proceed to acquire the property described in
sub-paragraph (a) hereof.
(d) As soon as Second Party acquires the property described in
sub-paragraph (a), Second Party shall convey the same in
exchange for the property described in sub-paragraph (b) above
and the First Party shall convey the property described in
paragraph (b) to the Second Party. This shall be an even swap
of land for land with no monetary consideration.
(e) Titles shall be examined by each Party at his own expense and
shall be conveyed by a fee simple warranty deed with full
warranty of title. Should either of the properties be found to
have an unmerchantable title, then either Party may declare
this contract null and void.
(f) Second Party shall have not more than 90 days from the last
signature date on this contract to acquire the property
described in sub-paragraph (a) and shall have 30 days
thereafter in which to acquire said property,
2
23
have it surveyed and convey it to First Party.
(g) Each Party shall pay for his own attorney's fees.
IN WITNESS WHEREOF, the Parties hereunto set their hands in seal on
this day and year first above written as the date hereof.
THE ESTATE OF XXXX XXXX XXXXXX, XX.
/s/ Xxxx Xxxx Xxxxxx (L.S.)
---------------------------------------
BY XXXX XXXX XXXXXX, XX.
Executor of above
/s/ Xxxxx X. Xxxxxx (L.S.)
---------------------------------------
BY XXXXX XXXXXX XXXXXX
Executor of above
/s/ Xxxxx X. Xxxxxxxxx (L.S.)
---------------------------------------
CITIZENS EFFINGHAM PARTNERSHIP,
Second Party
The foregoing agreement was signed sealed and delivered by all three
Parties on the 8th day of August, 1997, in the presence of:
/s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------------------
WITNESS
/s/ Xxxxxx X. Xxxx
-----------------------------------------------
Notary Public
Effingham County, Georgia
3
24
EXHIBIT A
Plat of 1.29 acres, divided from Property of Arte Xxxxxx for Xxxxxx X.
Xxxxxxx, Xx. & Xxx Xxxxx Xxxxxxx & X.X. Xxxxxxx, III
Recorded in the Office of the Clerk of Superior Court of Effingham
County, Georgia in Plat Cabinet A, Slide 319-F.
4
25
EXHIBIT B
See Plat of Lots 17, 18 and the Northern 25' of Lot 19 Xxxx X. Xxxxxx,
Xx. Subdivision Surveyed for Citizens Effingham Partnership on file
with Xxxxxx Surveying & Mapping, Rincon, Georgia.
5
