XXXXXX XXXXXXXX REALTY
LOT/LAND PURCHASE AND SALE AGREEMENT
DATE: FEBRUARY 22, 2002
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1. PURCHASE AND SALE. The undersigned buyer ("Buyer") agrees to buy and the
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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 748 of the 1 District, 2
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Section of XXXXXX County, Georgia, and being known as Address 2320 OLD
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XXXXXX PARKWAY, City of ALPHARETTA, Zip Code 30004, according to the
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present system of numbering in and around this area, and as shown on plat,
being 2.1 acres, plus or minus, labeled "Exhibit C" attached hereto and
made a part hereof by reference.
2. PURCHASE PRICE. Buyer warrants that Buyer will have sufficient cash at
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closing, which when combined with the loan(s), if any, referenced herein,
will allow Buyer to complete the purchase of the Property. Buyer 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]:
A. ONE MILLION FOUR HUNDRED THOUSAND & 0/100 U.S. Dollars, $1,400,000.00.
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OR
B. [ ] 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 issues 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.
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3. METHOD OF PAYMENT. The purchase price of the Property shall be paid by the
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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]:
[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 "N/A ."
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[_] C. NEW LOAN TO BE OBTAINED: This Agreement is made conditioned upon
Buyer's ability to obtain a loan (except if the loan is denied
because of Buyer's lack of sufficient cash to close excluding the
amount of the loan and/or because Buyer has not sold or leased
other real property) in the principal amount of N/A % of the
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purchase price listed above, with an interest rate at par of not
more than N/A % per annum on the unpaid balance, to be secured by
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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 N/A years. "Ability to obtain" as
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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.]
(1) LOAN TYPE: [_] CONVENTIONAL; [_] FHA (see attached
exhibit);[_] VA (see attached exhibit); [_] OTHER (see attached
exhibit)
(2) RATE TYPE: [_] FIXED RATE MORTGAGE LOAN; [_] ADJUSTABLE RATE
MORTGAGE ("ARM") LOAN;
(3) CLOSING COSTS AND DISCOUNT POINTS: At closing, N/A shall pay
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a sum not to exceed $ N/A to be used at Buyer's discretion to pay
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for closing costs, loan discount points, survey costs, insurance
relating to the property or loan and if allowed by lender, other
cost to close, including escrow and prepaid items. Buyer shall
pay any additional fees, costs, insurance premiums, or escrow
amounts to fulfill lender requirements or to otherwise close this
transaction.
(4) LOAN OBLIGATIONS: Buyers agrees to: (a) make application for
the loan within N/A (N/A) days from the Binding Agreement Date;
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(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 five (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 " N/A ."
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4. XXXXXXX MONEY. Buyer has paid to XXXXXX XXXXXXXX REALTY ("Holder") xxxxxxx
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money of $ 25,000.00 check, OR $ N/A cash, which has been received by
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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 five (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 three (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 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 fifteen (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 fifteen (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: (1) hold the xxxxxxx money for a reasonable period of time
to give the parties an opportunity to resolve the dispute; (2) disburse the
xxxxxxx money and so notify all parties; and/or (3) 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 to Seller.
5. CLOSING AND POSSESSION.
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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 expected. 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 the Seller
will complete repairs prior to closing. Buyer may terminate this Agreement
not later than five (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 AUGUST
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30, 2002, or on such other date as may be agreed to by the parties in
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writing, provided, however, that: (1) 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 the closing date) extend this
Agreement's closing date up to seven (7) days from the above-stated closing
date. Buyer agrees to allow Seller to retain possession of the Property
until and through closing or until N/A , whichever is later.
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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
certification, affidavits, and statements as are required at closing to
meet the requirements of the lender and of federal and state law.
6. [DELETED FROM ORIGINAL]
7. TITLE.
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A. WARRANTY. Seller warrants that at the time of closing, Seller will
convey good and marketable title to said Property by limited warranty deed,
subject only to: (1) zoning; (2) general utility, sewer, and drainage
easements of record on the Acceptable Date upon which the improvements do
not encroach; (3) subdivision and/or condominium declarations, covenants,
restrictions, and easements or 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.
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B. EXAMINATION. Buyer may, prior to the end of the 120 day Feasibility
Study Period set forth in Special Stipulations, Exhibit "A" hereof, examine
title and furnish Seller with a written statement of objections affecting
the marketability of said title. Thereafter, Purchaser shall have until the
closing date in which to reexamine title to the property and in which to
give Seller written notice of any additional objections of any subsequent
matters arising since the initial title examination disclosed by such
reexamination . 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 by agreement of the
parties prior to the Binding Agreement Date 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. The term "materially different" is specifically set
forth in Item 2, Special Stipulations hereof. Matters revealed in said
survey shall not relieve the warranty of title obligations of Seller
referenced above. Seller shall provide at closing a quit claim deed for any
property shown on survey which is not included in full legal description of
the property on record in the office of the Superior Court of Xxxxxx
County.
8. INSPECTION. Buyer and/or Buyer's representatives shall have the right to
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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, if any, 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 rights. [Select section A. or B. below. The section not
marked shall not be a part of this Agreement.]
[X] A. INSPECTION PROCEDURE. Buyer shall have the right and responsibility
to review and inspect all aspects of the Property in accordance with
the attached "Lot/Land Special Stipulations Exhibit" which is made a
part hereof.
OR
[_] B. PROPERTY SOLD "AS IS". All parties agree that the Property is being
sold "as is", with all faults. The Seller shall have no obligation for
repairs or replacements noted in 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.
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A. BINDING EFFECT, ENTIRE AGREEMENT, MODIFICATION, ASSIGNMENT: This
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Agreement shall be for the benefit of, and be binding upon, Buyer and
Seller, 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
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time of closing shall survive the closing until such time as the conditions
or stipulations are fulfilled. Seller representations and warranties do not
survive closing and are merged into deed of conveyance.
C. GOVERNING LAW: This Agreement is intended as a contract for the purchase
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and sale of real property and shall be interpreted in accordance with the
laws of the State of Georgia.
D. TIME OF ESSENCE: Time is of the essence of this Agreement.
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E. TERMINOLOGY: As the context may require in this Agreement: (1) the
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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
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action and produce, execute, and/or deliver such information and
documentation as is reasonably necessary to carry out the responsibilities
and obligations of this Agreement.
G. NOTICES: Except as otherwise provided herein, all notices, including
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demands, required or permitted hereunder shall be in writing and delivered:
(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 except in transactions where the Broker is practicing
designated agency, in which case, receipt of notice only by the designated
agent representing a party as a client shall be required to constitute
notice to that party.
10. DISCLAIMER. Buyer and Seller acknowledge that they have not relied upon
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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
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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; building products and
construction techniques; the necessity or cost of any repairs to the
Property; hazardous or toxic materials; termites and other wood destroying
organisms; 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 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. Buyer further acknowledges that in every neighborhood there are
conditions which different buyers may find objectionable. Buyer shall
therefore be responsible to become fully acquainted with neighborhood and
other off site conditions which could affect the Property.
11. AGENCY AND BROKERAGE.
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A. AGENCY.
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1. In this Agreement, the term "Broker" shall mean a licensed Georgia real
estate broker or brokerage firm and where the context would indicate the
broker's affiliated licensees. No Broker in this transaction shall owe any
duty to Buyer or Seller greater than what is set forth in their brokerage
engagements and the Brokerage Relationships in Real Estate Transactions
Act, O.C.G.A. Sec. 10-6A-1 et. seq.
2. Seller and Buyer acknowledge that if they are not represented by a
Broker they are each solely responsible for protecting their own interests,
and that Broker's role is limited to performing ministerial acts for that
party.
3. The Broker, if any, working with Seller is identified on the signature
page as the "Listing Broker"; and said Broker is [X], OR, is not [_]
representing the Seller;
4. The Broker, if any, working with the Buyer is identified on the
signature page as the "Selling Broker", and said Broker is [X], OR, is not
[_] representing the Buyer; and
5. If Buyer and Seller are both being represented by the same Broker, a
relationship of either designated agency [_] , OR, dual agency [_] shall
exist.
(a) DUAL AGENCY DISCLOSURE. [Applicable only if dual agency has been
selected above] Seller and Buyer are aware that Broker is acting as a dual
agent in this transaction and consent to the same. Seller and Buyer have
been advised that:
(1) In serving as a dual agent the Broker is representing two clients whose
interests are or at times could be different or even adverse;
(2) The Broker will disclose all adverse, material facts relevant to the
transaction and actually known to the dual agent to all parties in the
transaction except for information made confidential by request or
instructions from another client which is not otherwise required to be
disclosed by law;
(3) The Buyer and Seller do not have to consent to dual agency; and
(4) The consent of the Buyer and Seller to dual agency has been given
voluntarily and the parties have read and understood their brokerage
engagement agreements.
(5) MATERIAL RELATIONSHIP DISCLOSURE. The Broker and/or affiliated
licensees have no material relationship with either client except as
follows: N/A .
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(A material relationship means one actually known to 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.)
(6) Notwithstanding any provision to the contrary contained herein, Seller
and Buyer each hereby direct Broker, while acting as a dual agent, to keep
confidential and not reveal to the other party any information which could
materially and adversely affect their negotiating position.
(b) DESIGNATED AGENCY ASSIGNMENT. [Applicable only if the designated agency
has been selected above] The Broker has assigned N/A to work exclusively
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with Buyer as Buyer's Designated Agent and N/A to work exclusively with
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Seller as Seller Designated Agent. Each Designated Agent shall exclusively
represent the party to whom each has been assigned as a client and shall
not represent in this transaction the client assigned to the other
Designated Agent.
B. BROKERAGE. The Broker(s) identified herein have performed valuable
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brokerage services and are to be paid a commission pursuant to a separate
agreement or agreements. Unless otherwise provided for herein, the Listing
Broker will be paid a commission by the Seller, and the Selling Broker will
receive a portion of the Listing Broker's commission pursuant to a
cooperative brokerage agreement. The closing attorney is directed to pay
the commission of the Broker(s) at closing out of the proceeds of the sale.
If the sale proceeds are insufficient to pay the full commission, the party
owing the commission will pay any shortfall at closing. If more than one
Broker is involved in the transaction, the closing attorney is directed to
pay each Broker their respective portion of said commission. 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 Broker(s) the full commission the Broker(s)
would have received had the sale closed, and the Selling Broker and Listing
Broker may jointly or independently pursue the non-performing party for
their portion of the commission.
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12. TIME LIMIT OF OFFER. This instrument shall be open for acceptance until
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6:00 o'clock P.M. on the 22ND day of FEBRUARY , 2002 .
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13. EXHIBITS AND ADDENDA. All exhibits and/or addenda hereto, listed below, or
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referenced herein are made a part of this Agreement. If any such exhibit or
addendum conflicts with any preceding paragraph, said exhibit or addendum
shall control:
SPECIAL STIPULATIONS: The following Special Stipulations, if conflicting with
any preceding paragraph, shall control.
1. CONTRACT CONTINGENCIES OF THIS AGREEMENT IS CONTINGENT UNTIL THE DATE OF
CLOSING FOR THE FOLLOWING:
a. AVAILABILITY OF SEWER FOR THE PROPERTY. THE PURCHASER MUST RECEIVE
NOTICE OF RECEIPT OF THE SEWER PERMIT IN WRITING FROM THE APPROPRIATE
GOVERNMENT AGENCIES, OR APPROVAL BY XXXXXX COUNTY FOR A TEMPORARY SEPTIC
TANK TO SERVICE PROPERTY.
b. OBTAINING BANK CHARTER. THE PURCHASER MUST RECEIVE NOTICE OF APPROVAL OF
THE BANK CHARTER IN WRITING FROM THE APPROPRIATE GOVERNMENTAL AGENCIES.
c. SEWER PERMIT. PURCHASER SHALL DILIGENTLY PURSUE THE OBTAINING OF SEWER
PERMIT FROM THE APPROPRIATE GOVERNMENTAL AGENCIES.
2. IF THE SURVEY USED TO CALCULATE THE PURCHASE PRICE REVEALS THAT THE
PROPERTY IS LESS THAN 1.9 ACRES, BUYER MAY WITHIN TEN DAYS OF RECEIPT OF THE
SURVEY TERMINATE THIS AGREEMENT BY PROVIDING WRITTEN NOTICE TO SELLER, IN WHICH
CASE ALL XXXXXXX MONEY SHALL BE PROMPTLY REFUNDED TO BUYER. IF BUYER FAILS TO
TIMELY EXERCISE THIS TERMINATION RIGHT, IT SHALL BE DEEMED WAIVED.
3. ALL PARTIES ARE AWARE THAT XXXXX XXXXXXXX AND XXXX XXXXXXX ARE LICENSED
REAL ESTATE AGENTS IN THE STATE OF GEORGIA AND ARE ACTING AS PRINCIPALS IN THIS
TRANSACTION.
4. THERE IS NO OPTION TO PURCHASE, RIGHT OF FIRST REFUSAL TO PURCHASE, OR
AGREEMENT FOR THE SALE AND PURCHASE OF THE PROPERTY OR ANY PORTION THEREOF TO
ANY PERSON OR ENTITY, EXCEPT FOR THIS AGREEMENT.
5. SELLER AGREES TO PROMPTLY PROVIDE PURCHASER ON A CONTINUING BASIS THROUGH
THE CLOSING, INFORMATION WITH RESPECT TO ANY MATERIAL CHANGES OR ADDITIONS TO
THE INFORMATION, DOCUMENTS OR SCHEDULES DELIVERED TO PURCHASER.
[X] (XXXX IF ADDITIONAL PAGES ATTACHED.)
/S/ XXXXXX XXXXXXXX REALTY ( KWEC01 )
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Selling Broker MLS Office Code
By: /S/ XXXXXX X. XXXXXXX
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Brokers or Broker's Affiliated Licensee
Print or Type Name: /S/ XXXXXX X. XXXXXXX
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Bus. Phone: 000-000-0000 FAX # 000-000-0000
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Multiple Listing #: N/A
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XXXXXXXX MANAGEMENT COMPANY ( NMLS01 )
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Listing Broker MLS Office Code
By: /S/ XXXXX XXXXXXXX
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Broker or Broker's Affiliated Licensee
Print or type Name: XXXXX XXXXXXXX
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Bus. Phone: 000-000-0000 FAX # 000-000-0000
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/S/ XXXX XXXXXXX, PRESIDENT AND CEO
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Buyer's Signature: SS/FEI#
Print or Type Name: NEIGHBOR'S BANCSHARES, INC.
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Buyer's Signature: SS/FEI#
Print or Type Name: DULUTH XXXXXXXX ASSOCIATES
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/S/ XXXXX XXXXXXXX, GENERAL PARTNER
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Seller's Signature: SS/FEI#
Print or Type Name: DULUTH XXXXXXXX ASSOCIATES
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Seller's Signature: SS/FEI#
Print or Type Name:
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ACCEPTANCE DATE
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The above properties is hereby accepted , 10:00 o'clock A.M. on the 22ND day of
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FEBRUARY, 2002.
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BINDING AGREEMENT DATE
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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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XXXXXX XXXXXXXX REALTY
SPECIAL STIPULATIONS (LOT/LAND)
EXHIBIT "A"
DATE: FEBRUARY 22, 2002
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This Exhibit is part of the Agreement with an Offer Date of FEBRUARY 22 , 2002
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for the purchase and sale of that certain Property known as : 0000 XXX XXXXXX
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XXXXXXX , XXXXXXXXXX, Xxxxxxx 00000 .
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[SELECT ANY OR ALL OF THE FOLLOWING STIPULATIONS. UNSELECTED ITEMS ARE NOT A
PART OF THIS AGREEMENT.]
[X] 1. FEASIBILITY STUDY: Buyer shall have the right to review all
aspects of the Property, including, without limitation, all
governmental, environmental, zoning, soil and utility service
matters related thereto. If Buyer notifies Seller and Broker in
writing within 120 calendar days after this instrument becomes a
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binding agreement that Buyer is not satisfied with the results of
such review, then this Agreement shall automatically terminate
and Broker shall promptly refund the Xxxxxxx Money to Buyer. If
Buyer fails to provide said notice, then this contingency shall
be deemed to have been waived by Buyer. Seller acknowledges and
agrees that Buyer and/or his agents and employees may have free
access during normal business hours to visit the Property for the
purpose of: (1) inspection thereof; and (2) conducting such soil
and other tests thereon as are deemed reasonably necessary by
Buyer. Buyer hereby agrees to indemnify and hold Seller, Broker
and Broker's Affiliated Licensees harmless from and against any
and all loss, injury, cost, or expense associated with Buyer's
inspection of and entry upon Property.
[X] 2. BUILDING PERMIT: This Agreement is contingent upon Buyer's
ability to acquire all required licenses and permits from the
appropriate governmental authority to build on the Property. If
Buyer notifies Seller or Broker in writing within 180 calendar
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days after this instrument becomes a binding agreement that Buyer
is unable to acquire all required licenses and permits from the
appropriate governmental authority to build on the Property, then
in such event this Agreement shall automatically terminate and
Broker shall promptly refund the Xxxxxxx Money to Buyer. If Buyer
fails to provide said notice, then this contingency shall be
deemed to have been waived by Buyer.
[X] 3. PERCOLATION: This Agreement is contingent upon the Buyer's
ability to obtain a positive percolation test on the herein
described Property. If Buyer notifies Seller and Broker in
writing with 120 calendar days after this instrument becomes a
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binding agreement, that Buyer is unable to obtain a positive
percolation test, this Agreement shall automatically terminate
and Broker shall promptly refund the Xxxxxxx Money to Buyer. If
Buyer fails to provide said notice, then this contingency shall
be deemed to have been waived by Buyer.
[ ] 4. REZONING: This Agreement is contingent upon the Property being
rezoned to N/A by the appropriate governmental authorities on or
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before N/A , N/A , The be N/A shall be responsible for pursuing
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such rezoning, and paying all associated costs. All rezoning
applications shall be submitted to Seller for Seller's approval
prior to filing, which approval shall not be unreasonably
withheld. All parties agree to cooperate, to sign the necessary
documentation and to support the rezoning application. If Buyer
notifies Seller or Broker in writing within 48 hours after the
above date that the Property can not be so rezoned, then in such
event this Agreement shall automatically terminate and Broker
shall promptly refund the Xxxxxxx Money to Buyer. If Buyer fails
to provide said notice, then this contingency shall be deemed to
have been waived by Buyer.
[ ] 5. WELL TEST: Buyer acknowledges that the Property is currently
served by well water and the Buyer has not relied upon the advice
or representation, if any, of Broker (or anyone employed by or
affiliated with Broker as an independent contractor) regarding
the suitability of said well water for drinking or any other use.
Buyer shall have the duty and responsibility of ordering,
supervising and paying for any well water sample test that Buyer
wants performed or that Buyer's lender requires to be performed
prior to closing. Buyer represents and warrants that Buyer has
not and will not rely upon Broker in selecting a laboratory,
administering the test or delivering a sample to the testing
laboratory. Buyer agrees to indemnify and hold Broker harmless
from any claim, loss, or expense relating to the well water or
its suitability for drinking or any other use.
[ ] 6. XXXXXXX MONEY HELD BY SELLER: "XXXXXXX MONEY HELD BY SELLER"
Exhibit is attached.
[ ] 7. LEGAL DESCRIPTION: The full legal description of said Property is
attached as Exhibit "____".
1
[ ] 8. ASSIGNMENT: This Agreement may be assigned or transferred and any
assignee shall fulfill all terms and conditions of this Agreement
provided, however, that this stipulation shall not apply when a
loan assumption or owner financing is contemplated.
[X] 9. LIQUIDATED DAMAGES: Seller and Buyer acknowledge that it would be
extremely impractical and difficult to ascertain the actual
damages that would be suffered by Seller if Buyer fails or
refuses to consummate the purchase of the Property for any reason
other than Seller's inability, failure or refusal to perform any
of Seller's covenants herein or because Buyer never had an
unconditional obligation to close the purchase and sale on the
closing date as the result of one or more contingencies in the
Agreement not being fulfilled as of the closing date. Seller and
Buyer have considered carefully the loss to Seller as a
consequence of the negotiation and execution of this Agreement;
the personal expenses Seller incurred in connection with the
preparation of this Agreement; Seller's performance hereunder;
and the other damages, general and special, which Seller and
Buyer realize and recognize that Seller would sustain, but Seller
cannot calculate with absolute certainty. Based upon all those
considerations, Seller and Buyer have agreed that the damage to
Seller would reasonably be expected to be equal to the amount of
the xxxxxxx money. Accordingly, if all conditions precedent to
Buyer's obligation to consummate the purchase of the Property
have been waived by Buyer or have been satisfied, and if Seller
has performed Seller's covenants hereunder, but Buyer fails or
refuses to consummate the purchase of the Property by the closing
date, then Seller shall be entitled to retain the xxxxxxx money
as full and complete liquidated damages for such default of
Buyer. Such retention of the xxxxxxx money is intended not as a
penalty, but as full liquidated damages pursuant to O.C.G.A. Sec.
13-6-7. In the event the transaction contemplated hereby is not
closed because of Seller's default, then the Xxxxxxx Money shall
be refunded promptly to Purchaser and Purchase shall have the
right, as Purchaser's sole remedy, to either terminate this
Agreement or seek specific performance of Seller's obligations
hereunder, Purchaser hereby waiving all other rights and
remedies.
[X] 10. PROPERTY DELIVERY CONDITION: Seller shall deliver Property clean
and free of debris at time of possession.
[ ] 11. INSPECTION: "Inspection" Exhibit is attached.
Selling Broker's Initials: /s/ B.B. Buyer's Initials: /s/ D.B.
----------- ------------------
(or Broker's Affiliated Licensee)
Listing Broker's Initials: Seller's Initials:
----------- ------------------
(or Broker's Affiliated Licensee)
2
XXXXXX XXXXXXXX REALTY
INSTRUCTIONS TO CLOSING ATTORNEY/
COMMISSION CONFIRMATION AGREEMENT
EXHIBIT "B"
This Commission Confirmation Agreement ("Agreement") is entered into the 22ND
-----
day of FEBRUARY , 2002 and relates to that Purchase and Sale Agreement and/or an
---------- ------
offer to purchase the Property dated FEBRUARY 22, 2002 BY AND BETWEEN DULUTH
----------------- ------
XXXXXXXX ASSOCIATES ("Seller") and NEIGHBOR'S BANCSHARES, INC. ("Buyer") for
---------------------- ----------------------------
property located at 0000 XXX XXXXXX XXXXXXX XXXXXXXXXX, XX 00000 ("Property").
----------------------------------------------
1. The undersigned Listing Broker is to be paid a real estate commission by
the Seller upon the closing of the above referenced Agreement.
2. Listing Broker agrees to share its commission with the undersigned Selling
broker as set forth below:
Selling Broker shall receive a commission of 5% of the purchase price of
--
the Property or $ N/A.
-----
Listing Broker shall receive a commission of 5% of the purchase price of
--
the Property or $ N/A.
----
3. This Agreement is subject to the following terms and conditions:
A. This Agreement shall control over and supercede any previous
agreements entered into by the parties.
B. Listing Broker shall have no obligation to the Selling Broker for a
commission if the Purchaser and Sale Agreement referenced above does
not close.
C. Neither broker shall have the authority to reduce, change or modify
the commission to be paid to other broker as set forth above without
the written consent of the other broker. If either broker, subsequent
to entering into this Agreement, unilaterally agrees to a reduction in
the commission to be paid by Seller without the consent of the other
broker, the amount of the reduction shall be deducted solely from the
commission amount to be paid to the broker agreeing to the reduction.
D. If the Seller pays less than the full commission owed, absent the
agreement of either or both of the brokers, each broker shall be paid
their pro rata share of the commission actually paid based on the
percentages set forth in paragraph 2 above.
4. Listing Broker and/or Selling Broker shall provide the closing attorney
with a copy of this Agreement prior to closing.
5. The Listing Broker and Seller Broker do hereby direct the closing attorney
to disburse to the Listing Broker and the Selling Broker at closing their
respective shares of the commission in accordance with the terms and
conditions of this Agreement and any written amendments thereto.
SPECIAL STIPULATIONS: The following Special Stipulations, if conflicting with
any exhibit, addendum, or preceding paragraph, shall control
LISTING BROKER AND SELLING BROKER ACKNOWLEDGE AND AGREE THAT THEY SHALL BE
ENTITLED TO SAID COMMISSION ONLY IN THE EVENT THE PURCHASE AND SALE IS
CONSUMMATED.
[_] (XXXX BOX IF ADDITIONAL PAGES ARE ATTACHED.)
XXXXXX XXXXXXXX REALTY ( KWEC01 )
------------------------ ---------------
Selling Broker MLS Office Code
By: /S/ XXXXXX X. XXXXXXX
--------------------------------------
Broker or Broker's Affiliated Licensee
XXXXXXXX MANAGEMENT COMPANY ( )
------------------------ ---------------
Listing Broker MLS Office Code
By:
---------------------------------------
Broker or Broker's Affiliated Licensee
Bus. Phone: 000-000-0000 FAX#: 000-000-0000
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Bus. Phone: 000-000-0000 FAX#: 000-000-0000
------------- -------------
XXXXXX XXXXXXXX REALTY
EXHIBIT "C"
[Plat Map of Office Property]
