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Exhibit 10.2
OPTION AGREEMENTS FOR MAIN OFFICE SITE AND BRANCH OFFICE SITE
SALES CONTRACT
September 18, 1997
The undersigned Purchaser agrees to buy and the Seller agrees to sell
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 96 & 121
of the 0xx Xxxxxxxx xxx 0xx Xxxxxxx xx Xxxxxx Xxxxxx, Xxxxxxx; and
being 1.939 acres, more or less, located at the intersection of the
north right of way of U.S. Highway 41 with the east right of way of the
access road which leads to the Lowe's / Super Wal-Mart Shopping Center
(the exact legal description of which will be determined by a survey
agreed upon by Purchaser and Seller).
The Purchase Price of the said Property shall be the amount equal to
the total number of square feet of the Property, as determined from the
referenced current survey, multiplied by $10.00, to be paid by Purchaser all
cash at closing.
Purchaser has paid to XXXXXX, XXXXXX & DEEMS, P.C., as escrow agent,
FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00), as xxxxxxx money, which xxxxxxx
money is to be applied as part payment of the purchase price of said property at
the time the sale is consummated. The parties to this Agreement understand and
agree that the disbursement of Xxxxxxx Money held by the escrow agent can occur
only (A) at closing; (B) upon written agreement signed by all parties having an
interest in the funds; (C) upon court order; (D) upon the failure of any
contingency or failure of either party to fulfill its obligations as set forth
in this Agreement; or (E) as otherwise set out herein. In the event of a dispute
between Purchaser and Seller, sufficient in the discretion of escrow agent to
justify its doing so, escrow agent shall be entitled to interplead all or any
disputed part of the Xxxxxxx Money into court, and thereupon be discharged from
all further duties and liabilities hereunder. In such disputed cases, if escrow
agent decides not to
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interplead, escrow agent may make a disbursal of the Xxxxxxx Money upon a
reasonable interpretation of this Agreement. If escrow agent decides to make a
disbursal to which all parties to this Agreement do not expressly agree, escrow
agent shall give all parties fifteen (15) days notice in writing of escrow
agent's intent to disburse. Such notice shall be delivered by certified mail to
the parties last known addresses and must recite to whom and when the disbursal
will be made. After disbursement, escrow agent shall notify all parties by
certified mail of such disbursement. Any such disbursal made by escrow agent
upon advice of counsel shall conclusively be deemed to have been made upon a
reasonable interpretation.
Seller warrants that it presently has title to said property and at the
time the sale is consummated, it agrees to convey good and marketable title to
said property to Purchaser by general Warranty Deed subject only to (1) zoning
ordinances affecting said property (2) general utility easements serving said
property (3) restrictions of record.
The Purchaser shall have until the end of the inspection period set
forth in Special Stipulation 5, below, in which to examine title and in which to
furnish Seller with a written statement of objections affecting the
marketability of said title. Seller shall have a reasonable time after receipt
of such objections to satisfy all valid objections. It is understood and agreed
that the title herein required to be furnished by the Seller shall be good and
marketable and that marketability shall be determined in accordance with Georgia
law as supplemented by the Title Standards of the State Bar of Georgia. It is
also agreed that any defect in the title which comes within the scope of any of
said Title Standards shall not constitute a valid objection on the part of the
Purchaser provided the Seller furnishes the affidavits or other title papers, if
any, required in the applicable Standard to cure such defect. And if Seller
fails to satisfy such valid objections within a reasonable time, then at the
option of the Purchaser, evidenced by written notice to Seller, this contract
shall be null and void.
Seller and purchaser agree that such documents as may be legally
necessary to carry out the terms of this contract shall be executed and
delivered by such parties at time sale is consummated.
TIME IS OF THE ESSENCE OF THIS CONTRACT.
This contract constitutes the sole and entire agreement between the
parties hereto and no modification of this contract shall be binding unless
attached hereto and signed by all parties to this agreement. No representation,
promise, or inducement, not included in this contract shall be binding upon any
party hereto.
The following Special Stipulation shall, if conflicting with any
above-stated provision, control:
1. Real Estate taxes on said property shall be prorated as of the date
of closing. Purchaser and Seller agree that if such proration is not
based on actual tax bills for such calendar year, then there shall be a
subsequent adjustment and accounting between Purchaser and Seller as to
such proration when the actual tax bills are rendered. The
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obligations of Purchaser and Seller to make an adjustment and
accounting as to said tax proration as between themselves shall survive
the Closing.
2. Possession of the Property shall be granted to Purchaser on the day
of closing.
3. Seller shall pay the Georgia Transfer Tax.
4. All closing costs shall be paid by Purchaser, except that Seller
will pay its own attorney fees.
5. Purchaser shall have the right to review all aspects of the
Property, including, without limitation, suitability of the Property
for an 8,000 square foot bank building with four drive-throughs,
adequacy of curb-cuts, all governmental, environmental, zoning, soil,
drainage, storm water detention and utility service matters related
thereto. If Purchaser notifies Seller in writing on or before November
10, 1997 that Purchaser is not satisfied with the results of such
review, then in such event this Agreement shall automatically terminate
and Escrow Agent shall forthwith refund the Xxxxxxx Money to Purchaser.
Seller acknowledges and agrees that Purchaser and/or its 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 surveys, engineering work and such soil and other tests
thereon as are deemed necessary by Purchaser. Purchaser hereby agrees
to indemnify and hold Seller harmless from and against any and all
loss, injury, cost, or expense associated with Purchaser's inspections
and entry upon Property; this indemnity agreement shall survive the
expiration, termination or closing of this contract. If Purchaser fails
to provide said notice to Seller within the time specified, then the
xxxxxxx money shall be non-refundable except as provided hereinafter,
or except that it shall be applied towards the purchase price at the
time of closing.
6. Closing shall take place on or before November 10, 1997. Purchaser
shall have the option to extend the date of closing as follows:
a) to December 10, 1997, upon the payment to Seller of the sum
of $5,000.00 as a non-refundable option money, which money
shall not be applied to the purchase price;
b) to January 10, 1988, upon the payment to Seller of the sum
of $5,000.00 as non-refundable option money, which money shall
not be applied to the purchase price;
c) to February 10, 1988, upon the payment to Seller of the sum
of $5,000.00 as non-refundable option money, which money shall
not be applied to the purchase price;
d) to March 10, 1998, upon the payment to Seller of the sum of
$5,000.00 as non-refundable option money, which money shall
not be applied to the purchase price;
e) to April 10, 1998, upon the payment to Seller of the sum of
$10,000.00, $5,000.00 of which shall be as non-refundable
option money, which money shall not be applied to the purchase
price, and $5,000.00 of which shall be as additional
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xxxxxxx money to be applied in the same manner as the original
xxxxxxx money payment;
f) to May 10, 1998, upon the payment to Seller of the sum of
$10,000.00, $5,000.00 of which shall be as non-refundable
option money, which money shall not be applied to the purchase
price, and $5,000.00 of which shall be as additional xxxxxxx
money to be applied in the same manner as the original xxxxxxx
money payment;
g) to June 10, 1998, upon the payment to Seller of the sum of
$10,000.00, $5,000.00 of which shall be as non-refundable
option money, which money shall not be applied to the purchase
price, and $5,000.00 of which shall be as additional xxxxxxx
money to be applied in the same manner as the original xxxxxxx
money payment.
The aforementioned payments shall be made prior to the
expiration of the immediately preceding period. Payment shall be
considered to have been made either a) on the day of hand delivery to
Seller, or b) on the postmark date of payment deposited into the United
States mail, with proper postage affixed, addressed to Seller at 000
Xxx Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxxx, XX 00000. If the contract has
not closed or been terminated and Purchaser has exercised and paid for
each of the preceding extension options, then Purchaser shall have
until July 10, 1998 in which to close on this contract.
7. Seller has been made aware the Purchasers are acting in this
contract on behalf of themselves and others engaged in the formation of
a new bank. Seller and Purchaser agree that a) this contract is freely
assignable to such bank, and b) Purchaser's obligations hereunder are
expressly contingent upon the group obtaining a bank charter from the
State of Georgia for this Property. If, at any time prior to closing,
it is determined that Purchaser cannot obtain the bank charter for this
Property, then this contract shall terminate and all xxxxxxx money
which has been paid shall be refunded to Purchaser.
In the event Purchaser does obtain its charter but is unable to sell
the requisite stock, then Purchaser shall be released from the terms
and conditions of this contract, except those which survive the
expiration or termination hereof. However, in addition to the option
money which has been paid and which Seller shall retain, Seller shall
also be entitled to keep all xxxxxxx money as full, liquidated damages
for Purchaser's failure to fulfill its ultimate obligation under the
terms of this contract.
8. Purchaser shall have the Property surveyed, at Purchaser's expense,
in order that the exact sales price can be determined. The survey shall
be completed prior to November 10, 1997, and a copy thereof shall be
supplied to Seller.
9. Purchaser is aware that Seller may wish to structure this
transaction as a tax deferred exchange of like-kind property within the
meaning of Section 1031 of the Internal Revenue Code.
Purchaser agrees to cooperate with Seller to effect such exchange.
10. In negotiating this Agreement, purchaser and Seller warrant to the
other that neither has employed nor relied on the services of any real
estate broker, and that no commission
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is owed to anyone as a result of this contract. Each party hereby
agrees to indemnify and hold harmless the other from any liability
which may arise from this warranty. Each party is aware that Don
Temples and Xxxx Xxxxxx are real estate brokers licensed to do business
in the State of Georgia.
This instrument shall be regarded as an offer by the purchaser to
Seller, and shall be open for acceptance by Seller until 4 o'clock
p.m., on the ____ day of _________________, by which time written
acceptance of such offer must have been received.
PURCHASER:
/s/ Don Temples
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Don Temples
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
The above proposition is
hereby accepted this _____
day of September, 1997, at
_______ o'clock, p.m.
SELLER:
/s/ Xxxx X. Xxxxxx (SEAL)
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Xxxxxx Properties, Inc.
By: Xxxx X. Xxxxxx
Its: Vice President
/s/ Xxxxxx X. Xxxxxxxxxx (SEAL)
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Xxxxxx X. Xxxxxxxxxx, Xx.
ESCROW AGENT:
/s/ Xxxxxxx X. Xxxxxx (SEAL)
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Xxxxxx, Xxxxxx & Deems, P.C.
By: Xxxxxxx X. Xxxxxx
Its: Secretary
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OPTION AGREEMENT
GEORGIA, BARTOW COUNTY
This agreement made and entered into this 2nd day of October, 1997,
between X.X. XXXXX, hereinafter called first party or seller, and XXXXX. X.
XXXXXX acting as agent for Unity National Bank hereinafter called second party
or buyer, witnesseth:
For and in consideration of Ten Thousand and no/100 Dollars
($10,000.00) paid to seller by buyer, the receipt and sufficiency of which is
hereby acknowledged, seller does hereby grant and convey unto buyer an option,
irrevocable for a period of six (6) months from the date hereof, to purchase
from seller that certain tract or parcel of land described as follows:
All that tract or parcel of land lying and being in land
lot 169 of the 00xx Xxxxxxxx, 0xx Xxxxxxx, Xxxxxx Xxxxxx,
Xxxxxxx and being more particularly described as a portion of
a tract shown as fronting on Xxxx Xxxxxx xxx Xxxxx Xxxxx 000,
being 240 feet in width and 225 feet in depth as shown on the
attached Exhibit A. Said tract contains approximately 1.23 acres,
with the exact amount of property to be determined by a new survey.
The purchase price of this property, if this option is exercised by
second party, shall be Two Thousand Twenty-Five Thousand and no/100 Dollars
($225,000.00), to be paid all cash at closing with the Ten Thousand and no/100
($10,000.00) option money described above to be credited toward the purchase
price.
The option granted herein shall be irrevocable for the period described
above. Purchaser has the right to have this option automatically extend for an
additional six months upon payment of an additional $10,000 xxxxxxx money at any
time prior tot he end of the first six-month period. If the option is extended,
the payment of the additional option monies and the original option monies will
be credited toward the purchase price.
This option may be exercised by second party at any time during the
periods above stated, or any extension thereof, by notice, in writing, of the
election to exercise said option, delivered to first party in person or mailed
to first party at the address stated below the signature of first party. The
exercise of this option will ripen this Agreement into a contract to sell and
buy without the necessity of any further instrument in writing.
Closing shall be within a reasonable time after delivery of notice of
intent to exercise the option.
First party agrees that upon the exercise of this option by second
party, and upon the payment of the agreed purchase price as herein provided,
first party will convey and cause to be conveyed unto second party unencumbered
marketable fee simple title to said property by
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general covenants of warranty against the lawful claims and demands of all
persons whomsoever, subject only to the lien of ad valorem taxes for the year in
which the sale is closed, it being understood and agreed that ad valorem taxes
for the year in which said sale is closed shall be prorated into the closing of
the sale as of the date of closing.
If this option is not exercised within the time limited described above, it will
automatically become null and void.
Special Stipulations:
1. Seller warrants that water and sewer are available to the property in
an amount sufficient to support use by a bank.
2. Seller warrants that said property is property zoned for commercial
improvements including a Bank and that the zoning will not change during
the period of this option.
3. Seller agrees to allow buyer to conduct soil testing or any other such
tests relating to building a bank and that he will disclose any
environmental concerns relating to said property before signing this
agreement.
4. At the time of closing, the buyer and seller agree that a mutual road
entrance easement of the northeast portion of the property and other
properties of the seller will be established. This will consist of a 50
foot right-of-way with 25 feet of easement of the subject tract and 25 feet
on other lands owned by the seller. This easement will be no longer than is
necessary to gain entrance into the property from Xxxxx Xxxxx 000. The
length from State Route 140 is expected to be no more than 60 feet. There
is no requirement to cut this entrance but either party has a right, at
their expense, to establish the entrance from Xxxxx Xxxxx 000.
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Witness the hands and seals of the parties, this 2nd day of October, 1997.
Signed, sealed and delivered
in the presence of:
First Party (Seller)
/s/ Xxxxxx Xxxxxxxxxx Sparks
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NOTARY PUBLIC,
BARTOW COUNTY, GA
/s/ Xxxxxx Xxxxxx /s/ X.X. Xxxxx
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Witness X.X. Xxxxx
0 Xxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxx
Second Party (Seller)
/s/ Xxxxxx Xxxxxx /s/ Xxxxx X. Xxxxxx
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Witness Buyer, Unity National Bank
c/o Xxxxx X. Xxxxxx, Agent
0000 Xxxxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
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