EXHIBIT 10.6
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is between DEC-MALL
OF GEORGIA COURT, L.L.C., a Georgia limited liability company, with an address
of 0000 Xxxxxxxxx Xxxx, XX, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, ("SELLER"), and
GEORGIA TRUST BANCSHARES, INC., a Georgia corporation, with an address of 0000
Xxxxxxxxx Xxxxxx Xxx, Xxxxx 0, Xxxxxx, Xxxxxxx 00000, and/or its permitted
assigns ("PURCHASER").
BACKGROUND
A. Seller is the owner of an approximate two and thirty-eight
one-hundredths (2.38) gross acre tract of land (the "LAND") located in the
Gwinnett County, Georgia, with frontage on Mall of Georgia Boulevard, more
particularly described on EXHIBIT A attached hereto and made a part hereof.
B. Purchaser wants to purchase the Land and all related rights
and appurtenances on the terms described herein (the Land together with
appurtenances are collectively referred to as the "PROPERTY"). Seller desires to
reserve an option to repurchase the Property, as more particularly described
herein.
AGREEMENT
Seller shall sell the Property to Purchaser and Purchaser shall
purchase the Property from Seller upon the following terms and conditions:
1. PURCHASE PRICE.
The purchase price of the Property (the "PURCHASE PRICE") is One Million, Four
Hundred Thousand and No/100 Dollars ($1,400,000.00) payable in cash at Closing
(as defined in PARAGRAPH 6), subject to and in accordance with this Agreement.
The Purchase Price, less a credit for the Xxxxxxx Money, and as adjusted
pursuant to the prorations provided for in this Agreement, shall be paid by
Purchaser to Seller at the Closing. Payment of the Purchase Price shall be made
by federal funds check or federal funds wire transfer to an account in the
continental U.S.A. designated in a written notice given to Purchaser by Seller
no fewer than one (1) business day prior to the Closing Date.
2. PERMITTED USE.
Purchaser shall acquire the Property for use as a retail bank and for any and
all other purposes desired by Purchaser, restricted only by law, ordinance,
applicable instrument recorded in the records of the Clerk of Superior Court of
Gwinnett County, Georgia.
3. XXXXXXX MONEY.
a. Prior to the date of this Agreement, Purchaser has deposited
with The Norton Agency (the "ESCROW AGENT"), whose address is
000 Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx 00000, Xxxxxxx Money in
the amount of $5,000.00 (the "XXXXXXX MONEY").
b. Escrow Agent shall apply the Xxxxxxx Money to the Purchase
Price at Closing, or, if this Agreement does not close on or
before fifteen (15) days following the expiration of the
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Inspection Period, as provided herein, Escrow Agent shall
disburse the Xxxxxxx Money as follows:
(i) In the event of default by Purchaser under this
Agreement or termination of this Agreement after the
end of the Inspection Period, Escrow Agent shall
disburse the Xxxxxxx Money to Seller;
(ii) If this Agreement is terminated for any reason prior
to the end of the Inspection Period other than
Purchaser's default, Escrow Agent shall return the
Xxxxxxx Money to Purchaser.
c. Escrow Agent shall have authority, in its sole discretion, to
determine a default under this Agreement for purposes of the
Xxxxxxx Money.
4. INSPECTION PERIOD.
a. Right to Conduct Inspection. Purchaser shall have one hundred
twenty (120) days from the execution of this Agreement (the
"Inspection Period") to examine the Property to determine its
suitability for Purchaser's intended use, during which time,
Purchaser and its representatives will be permitted to make a
full and complete investigation of the Property and conduct
studies, surveys and tests as Purchaser shall deem
appropriate. Purchaser shall have the right at any time during
the Inspection Period to terminate this Agreement by providing
Seller with written notice, and thereby receive a refund of
the Xxxxxxx Money as provided in PARAGRAPH 3 above. Purchaser
shall be deemed to have terminated this Agreement if Purchaser
fails to give Seller written notification of satisfactory
inspection within the Inspection Period.
b. Purchaser's Contingencies. Purchaser's obligations under this
Agreement will be contingent upon (i) the availability of
adequate utilities, (ii) acceptable environmental assessment,
soil tests, topographical survey, (iii) all easements to be
conveyed and/or reserved in favor of the Property at Closing,
including, without limitations, easements respecting access,
utilities, storm water and signage, as evidenced by legally
enforceable instruments which will permit Purchaser to obtain
affirmative title insurance respecting such easement rights,
all as deemed necessary or desirable to Purchaser, (iv) clear
and marketable title, determined by reference to the Title
Standards of the State Bar of Georgia in effect as of the date
of this Agreement, and (v) Purchaser having concluded, in its
sole discretion, that the Property is suitable for Purchaser's
intended use. The foregoing contingencies will be satisfied or
waived, in Purchaser's sole discretion, but notwithstanding
the foregoing, all of the foregoing contingencies shall be
deemed satisfied or waived upon Purchaser's notification to
Seller of satisfactory inspection within the Inspection Period
as provided in SUB-PARAGRAPH 4(a) above.
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c. Title Search. To determine clear and marketable title as
described above, Purchaser, at Purchaser's expense, will
obtain within thirty (30) days of the date hereof, a title
insurance commitment covering the Property issued by the Title
Company (the "COMMITMENT"), together with legible and complete
copies of all documents referenced as title exceptions in the
Commitment. Purchaser shall then have ten (10) days after
receipt of such Title Commitment to provide written notice to
Seller of any objections to title (any such objections herein
referred to as "TITLE OBJECTION(S)"). Any exceptions to title
not objected to by Purchaser as provided herein are deemed
accepted. The exceptions to title listed in Schedule B-2 of
the Commitment that are either accepted or waived by
Purchaser, including (i) current city, state and county ad
valorem property and sanitary sewer taxes not yet due and
payable, (ii) all easements and agreements of record, and
(iii) all exceptions to title listed in Chicago Title
Insurance Company Policy No. 72106-034258 dated February 20,
2001, a copy of which is attached hereto as EXHIBIT B are the
"PERMITTED EXCEPTIONS" (excluding the standard printed
exceptions). Purchaser agrees that the Property shall be
conveyed subject to those easement rights arising under that
certain Road, Utilities and Drainage Easement Agreement by and
between Rayman Associates Mill Creek, L.P. and Oconee Vest,
LLC dated as of August 21, 2000 and recorded in Deed Book
21173, page 67, Gwinnett County, Georgia records and an
Agreement Regarding Road, Utilities and Drainage Easement
Agreement dated February 15, 2001 recorded in Deed Book 22295,
page 229 and that the foregoing shall also be Permitted
Exceptions hereunder. No item listed in the Commitment to be
satisfied at or prior to Closing shall be a Permitted
Exception.
d. Title Policy. Purchaser, at Purchaser's expense, may obtain at
Closing an ALTA Extended Coverage Form of Owner Policy of
title insurance (the "OWNER POLICY") covering the Property
issued by Xxxxxxx Title Guaranty Company ("TITLE COMPANY"),
dated as of the Closing Date in the amount of the Purchase
Price, insuring good and marketable fee simple title to the
Property.
e. Failure to Correct Title Objections. If Seller fails to
satisfy or correct, prior to the end of the Inspection Period,
any Title Objection, then Purchaser shall elect one of the
following by written notice to Seller prior to the end of the
Inspection Period:
(i) To waive such Title Objection(s) and to close the
purchase within fifteen (15) days following the
expiration of the Inspection Period, in accordance
with the terms of this Agreement; or
(ii) To terminate this Agreement and to receive a complete
refund of all Xxxxxxx Money then remaining, in which
event neither Seller nor Purchaser shall have any
further rights, duties or obligations under this
Agreement, except as otherwise provided herein.
f. Purchaser's Survey. Purchaser acknowledges that Seller has
provided Purchaser with the existing survey of the Property.
During the first sixty (60) days of the Inspection Period,
Purchaser shall have an update to such survey performed and
shall deliver a copy of such updated survey to Seller within
five (5) business days of Purchaser's receipt thereof. Any
such updated survey shall show the actual boundaries of the
Property and the acreage contained therein to the nearest
one-thousandth (1/1000th) of an acre, and such other matters
as Purchaser deems appropriate. The term "acre" for purposes
of such survey shall mean all acreage of Property, but shall
not include areas lying within the bed of any public roads
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existing as of the date of Seller's acceptance of this
Agreement. Purchaser shall make any objections that Purchaser
has to the survey within ten (10) days of Purchaser's receipt
of the updated survey to be obtained by Purchaser pursuant to
the terms of this paragraph. Seller and Purchaser shall in
good faith seek to resolve Purchaser's objections on a
mutually satisfactory basis within the same time period Seller
has for curing Title Objections raised by Purchaser pursuant
to SUB-PARAGRAPH 4(c) above. If Purchaser has no such
objection or if such objections are cured to the satisfaction
of Seller and Purchaser or deemed waived as provided in
SUB-PARAGRAPH 4(c) ABOVE, then such survey shall constitute
the "Survey" under this Agreement. The legal description of
the Property to be contained in the limited warranty deed by
which such Property is to be conveyed to Purchaser shall be
the legal description of such Property set forth in the deed
into Seller, provided that subject to Seller's reasonable
review and approval, Seller will provide a quitclaim deed of
the Property setting forth the legal description thereof drawn
from the Survey.
g. Purchaser's Obligation to Pursue Approval. Purchaser agrees
that during the first sixty (60) days of the Inspection
Period, Purchaser shall submit a site development plan to the
appropriate governmental authority in Gwinnett County, Georgia
and diligently pursue approval thereof. Purchaser shall
promptly deliver to Seller copies of all site plans and site
correspondence with Gwinnett County.
5. PRORATIONS AND CLOSING COSTS.
a. Ad valorem taxes against the Property will be prorated at
Closing as of the Closing Date based on the tax bills for the
year of Closing, and if the current year tax xxxx has not been
issued then prorations shall be made based on the immediately
prior year's tax xxxx. Seller shall pay to Purchaser the taxes
on the Property from the beginning of the current year through
the Closing Date. Upon presentment of xxxx from Seller setting
forth Purchaser's pro rata share, with such amount so billed
to be paid to Seller prior to the date on which such payment
shall be delinquent. Seller shall pay the ad valorem taxes
against the Property before the same are delinquent.
b. The term "AD VALOREM TAXES" as used in this Paragraph includes
general assessments - including, without limitation, regular
annual assessments payable to any property owners association
- but does not include rollback or deferred taxes that are
payable because of change in ownership or land use or any
special assessments or assessments for street widening,
repair, or improvement, which Seller shall pay at Closing.
c. All closing costs other than as specified above, or as may be
specifically allocated elsewhere in this Agreement, will be
allocated to Seller and Purchaser in the customary manner for
the sale and purchase of unimproved real property in Gwinnett
County, Georgia. Seller shall pay any transfer taxes due for
the transfer of title of the Property and Purchaser shall pay
(i) all recording costs and filing fees in connection
therewith, (ii) any title examination fees or charges incurred
by Purchaser, (iii) all premiums for title insurance policies
obtained by Purchaser, (iv) Purchaser's attorneys' fees and
expenses, and (v) cost of survey updates. Seller's attorneys'
fees for negotiating this Agreement and representing the
Seller in connection with the closing of the sale contemplated
hereby, shall be paid by Seller.
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6. CLOSING.
a. The "CLOSING" of this Agreement will occur at the offices of
Seller's counsel, Xxxxxx, Xxxxxxx & Xxxxxx, LLP, 0000
Xxxxxxxxx Xxxx, XX, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, or at
such other location as is mutually agreeable to Purchaser and
Seller, at a date and time mutually agreed to by Seller and
Purchaser, but not later than fifteen (15) days following the
expiration of the Inspection Period (the "CLOSING DATE").
b. At the Closing:
(i) Purchaser must pay to Seller the Purchase Price, less
the Xxxxxxx Money and adjusted for certain prorations
in accordance with PARAGRAPH 5 and Purchaser shall
execute and deliver at Closing the Option to
Repurchase the Property in favor of Seller, in
recordable form as more particularly described in
PARAGRAPH 8 below;
(ii) Seller must deliver to Purchaser:
(a) a limited warranty deed conveying the
Property to Purchaser and containing no
exceptions or conditions except the
Permitted Exceptions (excluding the standard
printed exceptions in the Owner Policy) and
the Option to Repurchase in favor of Seller,
as more particularly described in PARAGRAPH
8;
(b) a Non-Foreign Affidavit;
(c) any other documents deemed necessary by
Escrow Agent or Purchaser's counsel and
approved by Seller's counsel; and
(d) exclusive possession of the Property,
subject to the Permitted Exceptions and the
Option to Repurchase in favor of Seller as
described in PARAGRAPH 8.
7. REPRESENTATIONS AND WARRANTIES.
a. Seller's Representations. Seller represents and warrants to
Purchaser as follows (which representations and warranties are
also deemed made by Seller to Purchaser at Closing and survive
Closing):
(i) The execution and delivery of, and Seller's
performance under, this Agreement are within Seller's
powers and have been duly authorized by all requisite
actions. This Agreement constitutes a binding
obligation of Seller enforceable in accordance with
its terms.
(ii) There are no attachments, executions, assignments for
the benefit of creditors, or voluntary or involuntary
proceedings in bankruptcy or under other debtor
relief laws contemplated by, pending, or threatened
against Seller.
(iii) Seller shall not cause or permit any defects in or
encumbrance or limitations upon Seller's title to the
Property to arise from and after the date hereof.
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(iv) Seller has provided a copy of the existing
environmental report on the Property, prepared by
Sailors Engineering, to Purchaser. Except as may be
reflected therein, to the best of its knowledge,
Seller is aware of no areas on the Property where
Hazardous Substances or Waste have been generated,
disposed of, released or found, and Seller has no
actual knowledge (i) of the existence of any areas
for the storage or disposal of any Hazardous
Substances or Waste on the Property or (ii) that the
Property has been used as a landfill or as a dump for
garbage or refuse. "Hazardous Substances or Waste" as
used herein means petroleum (including gasoline,
crude oil or any crude oil fraction), waste, trash,
garbage, industrial by-product, and chemical or
hazardous substance of any nature, including, without
limitation, radioactive materials, PCBs, asbestos,
pesticides, herbicides, pesticide or herbicide
containers, untreated sewerage, industrial process
sludge and any other substance identified as a
hazardous substance or waste in the Comprehensive
Environmental Response, Compensation and Liability
Act of 1980 (commonly known as "CERCLA"), as amended,
the Superfund Amendment and Reauthorization Act
(commonly known as "XXXX"), the Resource Conservation
and Recovery Act (commonly known as "RCRA"), or any
other federal, state, city or county legislation or
ordinances applicable to the Property.
Except as expressly set forth in this Agreement,
Seller makes no representations or warranties,
express or implied, regarding the physical condition
of the Property, the presence or absence of hazardous
substances on or emanating from the Property, the
zoning classification of the Property, the compliance
by the Property with any applicable governmental
requirement, or any other aspect of the Property. By
execution hereof, Purchaser agrees that neither
Seller nor Seller's agents or representatives have
made, and Purchaser has not relied upon, any
representation or warranty of any kind which is not
expressly set forth or provided for in this
Agreement, and Purchaser shall acquire the Property
in its physical condition as of the date of Closing
"AS-IS" and "WITH ALL FAULTS," subject to the terms
and conditions of this Agreement and to the express
representations and warranties made by Seller herein.
b. Purchaser's Representations. Purchaser hereby represents and
warrants to Seller, as of the date hereof and as of the Closing, that: (a)
Purchaser has all necessary power and authority to execute, deliver and perform
this Agreement and the Closing Documents and to complete the transactions
provided for herein and (b) this Agreement constitutes a valid and binding legal
obligation of Purchaser, enforceable in accordance with their respective terms
and conditions, subject to rules of law and principles of equity generally
applicable to the enforceability of legal obligations, including without
limitation, bankruptcy, reorganization and other debtor relief laws.
8. OPTION TO REPURCHASE.
Purchaser hereby agrees that in the event Purchaser does not develop the
Property as a retail bank site, within the twelve (12) months following Closing,
Seller shall have the option to repurchase the Property for One Million Four
Hundred Fifty Thousand and no/100 Dollars ($1,450,000.00)("OPTION TO
REPURCHASE"). Upon notice to Purchaser by Seller of its intent to exercise its
Option to Repurchase hereunder, Seller shall then have
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the period of ninety (90) days to close on the repurchase of the Property.
Purchaser acknowledges that the deed delivered at Closing shall be conveyed
subject to the Option to Repurchase.
9. ASSIGNMENT.
Purchaser may assign this Agreement to any person or entity, provided however,
that such assignment shall be in writing and, assignee shall assume all
obligations of Purchaser hereunder, and notice of such assignment shall be
provided to Seller. Upon such written assumption by assignee and notice thereof
to Seller, Purchaser shall be released from Purchaser's obligations under this
Agreement.
10. PERFORMANCE.
Time is of the essence in the performance of the terms of this Agreement.
11. BINDING EFFECT.
This Agreement is binding upon and inures to the benefit of the successors and
assigns of the parties.
12. ATTORNEYS' FEES.
In the event of litigation concerning the interpretation or enforcement of this
Agreement, the prevailing party is entitled to recover from the losing party its
actually incurred attorneys' fees, court costs, and expenses, whether at the
trial or appellate level.
13. NOTICES.
Any notice, delivery, request or other communications (a "NOTICE") required or
permitted to be given under this Agreement shall be in writing and shall be
delivered by hand or overnight courier (such as United Parcel Service or Federal
express) or facsimile transmission to each party at the numbers set forth below.
Any such notice shall be considered given on the date of such hand or courier
delivery or confirmed fax receipt, but the time period (if any is provided
herein) in which to respond to such notice shall commence on the date of hand or
courier delivery or on the date of confirmed fax receipt. Rejection or other
refusal to accept or inability to deliver because of changed address of which no
notice was given shall be deemed to be receipt of the notice. By giving at least
five (5) days prior written notice, any party may from time to time and at any
time change its mailing address or facsimile number under this Agreement. Any
notice of any party may be given by such party's counsel. The facsimile numbers
for the respective parties are:
Seller: C/o Xxxxx Xxxxxxx Facsimile Number (000) 000-0000
Purchaser: C/o J. Xxxxxxx Xxxxx, Facsimile Number (000) 000-0000
Escrow Agent: X/x Xxxxx Xxxxxx, Xxxxxxxxx Number 000-000-0000
A copy of any notice of delivery addressed to Seller or Purchaser shall be sent
in the manner provided above to the address for such party on page one of this
agreement and to such party's counsel as follows:
Counsel for Seller:
Xxxxxx X. Xxxxxx, Esq.
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Xxxxxx, Xxxxxxx & Xxxxxx, LLP
0000 Xxxxxxxxx Xxxx, XX
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000-0000
Facsimile: (000) 000-0000
Counsel for Purchaser:
Xx Xxxxx
The Xxxxx Firm
000 Xxxxx Xxxxxx Xxxxx
X.X. Xxx 00
Xxxxxxxxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
14. BROKERS.
Wood Real Estate Partners, LLC ("SELLER'S BROKER") is representing Seller as its
broker. The Norton Agency ("PURCHASER'S BROKER") is representing Purchaser in
this transaction as its broker. Other than Seller's Broker and Purchaser's
Broker, neither Seller nor Purchase has retained or accepted the service of any
real estate broker, agent or salesperson in connection with the Purchase and
Seller by this Agreement transaction contemplated. Seller shall pay a brokerage
commission in an amount equal to eight percent (8%) of the Purchase Price, which
shall be split as follows:
a. Three percent (3%) to Purchaser's Broker; and
b. Five percent (5%) to Seller's Broker.
The foregoing brokerage commissions shall be paid only upon (i) the consummation
of the purchase and sale transaction contemplated by this Agreement and (ii) the
execution and delivery by the applicable broker of an affidavit, release or lien
waiver sufficient to release and eliminate any and all claims of lien that might
arise in favor of said broker pursuant to the provisions of Official Code of Ga.
Xxx. Section 00-00-000. Purchaser and Seller hereby indemnify each other
against, and agree to hold each other harmless from, any liability or claim (and
all expenses, including attorney's fees, incurred in defending any such claim or
in enforcing this indemnity) for a real estate brokerage commission or similar
fee or compensation arising out of or in any way connected with any claimed
agency or cooperative relationship with the indemnitor and relating to this
Agreement or the purchase and sale of the Property, except for the commissions
to be paid by Seller to the Seller's Broker and Purchaser's Broker at the
Closing as and to the extent provided above. The foregoing indemnities shall
survive the rescission, cancellation, termination or consummation of this
Agreement.
15. GOVERNING LAW.
THE LAWS OF THE STATE OF GEORGIA GOVERN THIS AGREEMENT.
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16. CAPTIONS.
All captions, headings, Paragraph and subparagraph numbers and letters and other
reference numbers or letters are solely for the purpose of facilitating
reference to this Agreement and shall not supplement, limit or otherwise vary in
any respect the text of this Agreement.
17. REFERENCES.
All references to Paragraphs or subparagraphs shall be deemed to refer to the
appropriate Paragraph or subparagraph of this Agreement. Unless otherwise
specified in this Agreement, the terms "herein," "hereof," "hereunder" and other
terms of like or similar import, shall be deemed to refer to this Agreement as a
whole, and not to any particular Paragraph or subparagraph hereof.
18. COUNTERPARTS.
This Agreement may be executed in several counterparts, each of which shall
constitute an original and all of which together shall constitute one and the
same instrument.
19. WAIVER.
Any condition or right of termination, cancellation or rescission granted by
this Agreement to Purchaser or Seller may be waived by such party.
20. RIGHTS CUMULATIVE.
Except as expressly limited by the terms of this Agreement, all rights, powers
and privileges conferred hereunder shall be cumulative and not restrictive of
those given by law.
21. DATE FOR PERFORMANCE.
If the time period by which any right, option or election provided under this
Agreement must be exercised, or by which any act required hereunder must be
performed, or by which the Closing must be held, expires on a Saturday, Sunday
or legal or bank holiday, then such time period shall be automatically extended
through the close of business on the next regularly scheduled business day.
22. ENTIRE AGREEMENT.
This Agreement embodies the complete agreement between the parties relating to
the Property and may not be varied or terminated except by written agreement of
the parties. The Escrow Agent is not a party to this Agreement and its consent
is not required for any amendment, variation or termination of this Agreement.
[EXECUTION ON FOLLOWING PAGES]
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EXECUTED by Purchaser on July 14, 2004
PURCHASER:
GEORGIA TRUST BANCSHARES, INC., a Georgia
corporation
By: /s/ J. Xxxxxxx Xxxxx
----------------------------------------
Name: J. Xxxxxxx Xxxxx
----------------------------------------
Title: Chief Executive Officer
----------------------------------------
Tax ID: 00-0000000
[EXECUTION CONTINUED ON FOLLOWING PAGES]
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Accepted by Seller on July 14, 2004
SELLER:
DEC-MALL OF GEORGIA COURT, L.L.C., a
Georgia limited liability company
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxx
---------------------------------------
Title: Manager
---------------------------------------
Tax ID: 00-0000000
[EXECUTION CONTINUED ON FOLLOWING PAGE]
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The undersigned acknowledges receipt of the Xxxxxxx Money and shall hold and
disburse the Xxxxxxx Money in accordance with the terms of this Agreement.
ESCROW AGENT:
THE NORTON AGENCY
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxx
--------------------------------------
Title: Vice President Investment Properties
--------------------------------------
July 14, 2004
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EXHIBIT A - THE LAND
All that tract or parcel of land lying and being in Land Lots 144 and 177 of the
7th Land District, Gwinnett County. Georgia and being more particularly
described as follows:
To find the true point of beginning, commence at the intersection of Land Lots
144, 145, 176 and 177; THENCE traveling on the Land Lot Line common to Land Lots
144 and 177 North 59 degrees 55 minutes 21 seconds East for a distance of
1198.62 feet to a point, said point marked by a 1-1/4" open top pipe found;
THENCE leaving said Land Lot Line and traveling North 30 degrees 14 minutes 54
seconds West for a distance of 133.59 feet to a point on the southerly
right-of-way of Mall of Georgia Boulevard (120' R/W), said point marked by a 1/2
inch rebar pin set; THENCE traveling on said right-of-way North 58 degrees 30
minutes 45 seconds East for a distance of 379.69 feet to a point, said point
being THE TRUE POINT OF BEGINNING.
THENCE from said point as thus established, continuing on said right-of-way
North 58 degrees 30 minutes 45 seconds East for a distance of 240.51 feet to a
point, said point marked by a 1/2 inch rebar pin set; THENCE leaving said
right-of-way and traveling South 29 degrees 53 minutes 41 seconds East for a
distance of 366.28 feet to a point, said point marked by a 1/2 inch rebar pin
set: THENCE South 60 decrees 06 minutes 19 seconds West for a distance of 286.21
feet to a point on the northeasterly side of an un-named road; THENCE along said
road the following three (3) courses and distances:
North 31 degrees 29 minutes 15 seconds West for a distance of 226.43 feet to a
point, THENCE North 23 degrees 16 minutes 35 seconds West for a distance of
77.10 feet to a point; THENCE along a curve to the right having a radius of
70.00 feet and an arc length of 74.77 feet, being suspended by a chord of North
07 degrees 25 minutes 49 seconds East for a distance of 71.27 feet to a point,
said point being THE TRUE POINT OF BEGINNING.
Said property contains 2.380 acres more or less.
The above described parcel of land is shown on and described according to that
certain survey for DEC-Mall of Georgia Court, LLC and Chicago Title Insurance
Company, prepared by Precision Planning. Inc.. Xxx Xxx Xxxxxxx, Georgia
Registered Land Surveyor No. 2846, dated February 5, 2001, which survey is
hereby made a part of this description by this reference.
TOGETHER WITH those easement rights arising under that certain Road, Utilities
and Drainage Easement Agreement by and between Rayman Associates Mill Creek,
L.P., and Oconee Vest, L.L.C., dated as of August 21, 2000 and recorded in Deed
Book 21173, page 67, Gwinnett County, Georgia records.
A-1
EXHIBIT B - PERMITTED EXCEPTIONS
A-1
