AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY
STATE
OF
ALABAMA
COUNTY
OF
TUSCALOOSA
AGREEMENT
FOR THE PURCHASE
AND SALE OF REAL PROPERTY
THIS
AGREEMENT for the purchase and sale of real property (hereinafter the
"Agreement") is entered into as
of the
Effective Date hereof; by and between Automotive
Services Group, LLC with
an
address of
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, #▇▇▇, ▇▇, ▇▇ ▇▇▇▇▇ (hereinafter "Seller"), and Twin
Properties, LLC, or
its
assignee, with an address of
▇.▇.
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 35E04 (hereinafter "Purchaser"), for the Property
located in the State of Alabama,
County of Tuscaloosa, City of Tuscaloosa, and described as Tuscaloosa
undeveloped land Alabama,
(hereinafter referred to as
the "Property"),
as noted on
the
attached Exhibit "A." Said Property shall include all buildings, improvements,
easements, privileges, and appurtenances thereunto belonging, as of Closing,
to
Seller.
WHEREAS,
Seller desires to set the Property to Purchaser, and Purchaser desires to
purchase the Property from Seller,
NOW
THEREFORE,
in
consideration of Ten and No/100 Dollars
($10.00) and other good and valuable
consideration
herein recited and exchanged, the parties agree to the purchase and sale of
the
Property subject to the following terms and conditions:
1.
Purchase
Price.The
Purchase Price for the Property shall be Nine Hundred Sixty Five Thousand and
No/100 Dollars
($965,000.00), payable in cash at Closing.
2.
▇▇▇▇▇▇▇
Money Deposit,Purchaser
has deposited the sure of Ten
Thousand and No/100 Dollars ($10,000.00) (the
"Deposit") with ▇▇▇▇▇ Realty Solutions to be held in trust and to be disbursed
as
follows:
| a. |
at
Closing, the Deposit shall be applied against the Purchase
Price;
|
| b. |
if
any contingency described herein is not satisfied in favor
of
or waived by Purchaser, the Deposit shall be returned
to Purchaser;
|
| c. |
if
Seller defaults hereunder or breaches any representation or, warranty
made
by Seller herein, the Deposit shall be
returned to Purchaser and the return thereof shall not prejudice
any legal
or equitable remedies (.including specific
performance) that Purchaser may have against Seller as
a result thereof;
|
| d. |
if
Purchaser fails or refuses to perform Purchaser's part of this Agreement,
said Deposit shall be paid to
Seller.
|
3.
Possession. Purchaser
shall take possession of the Property at Closing.
4.
Evidence of Title. Within
thirty (30) days from the Effective Date, as
evidence
of title, Purchaser shall obtain, a
Commitment for the issuance to Purchaser of an Owner's Policy of Title Maumee
in
the full amount of the Purchase Price,
The Commitment shall show Seller to hold marketable title in fee simple to
the Property,
free and clear front an liens and encumbrances whatsoever excepted
for:
| a. |
zoning
ordinances, easements,
agreements,
and restrictions of record
that do not interfere with Purchaser's intended
use;
|
| b. |
Property
taxes due and payable after the Closing
date;
|
| c. |
any
mortgage liens that are to be paid in Rill and released at Closing,
At
Closing, Purchaser shall obtain an Owner's Title Insurance policy
[ALTA
Form B (1970 REV. 10-17-70 and REV.
10-17.84)1 in the amount of die Purchase Price. The cost of the policy
shall be paid equally by the Seller end Purchaser.
The title commitment shall be endorsed as of 8:00 a.m. on the business
day
prior to the date of Closing, all
in accordance with the standards of the Alabama Bar
Association.
|
if
title
to all or part of the Property is unmarketable, us determined by relevant law,
or is subject to liens, encumbrances,
casements, conditions, restrictions, or encroachments other than those excepted
in this Agreement, Seller shall, within thirty (30) days after written
notice thereof,
remedy or remove any such defect, lien, encumbrance,
easement, condition, restriction, or encroachment, or shall obtain title
insurance without exception therefor.
At Closing, Seller shall sign an Affidavit with respect to off-record title
matters in, accordance with community custom.
▇▇▇▇▇▇
shall provide Purchaser with any existing boundary survey.
5. Deed.
Seller
shall convey to Purchaser marketable title in
fee
simple by transferable and recordable general warranty deed, with release of
dower, if any, or fiduciary deed, as appropriate, free and clear of all liens,
leases, and encumbrances not excepted by this Agreement.
6. Taxes
and Assessments. At
Closing, Seller shall pay, or credit the Purchase Price,
all
delinquent taxes, including
penalties
and
interest, all assessments that are a lieu as
of
the
date of this Agreement prior to Closing and also a
portion
thereof for the year of Closing, prorated through the date of Closing and based
on a 365 - day year and, if undetermined,
based on the most recent available tax rate and valuation, giving effect to
applicable exemptions, recently voted rnillage,
change in valuation, etc., whether or not certified. Seller shall pay
agricultural recoupments, if any.
Seller
warrants that no improvements or services (site or area) have been installed
or
furnished, nor has Seller received notification frontally
public authority or owner's association of future improvements of which any
part
of the costs may be
assessed against the Property, other than those disclosed herein
7. Damage
or Destruction of Property. Risk
of
loss to the Property and appurtenances
shall be borne by Seller until
Closing.
8. Hazardous
Substances.
Within
ten (10) days of the Effective Date hereof, Seller shall provide to Purchaser
all
tests,
results of tests, correspondence, and information that Seller has concerning
the
presence or possible presence of
hazardous substances (including petroleum hydrocarbons) or the investigation
far
hazardous
substances on the Property.
The information shall include all correspondence, reports, and test results
obtained born the previous owner or
any
previous prospective purchaser, that were provided to Seller, and shall also
include any and all correspondence between
Seller and any governmental entity
concerning the
presence of hazardous substances on the Property and any remedy
of
it.
Seller
warrants and represents to Purchaser that neither Seller nor any third-parry,
including its agents and employees, has
introduced any hazardous or toxic materials or waste or petroleum hydrocarbons
in, on, or under the Property, and Seller
has no knowledge
of any third - party discharging any such hazardous or toxic material or waste
in, on, or under the
Property. This warranty and representation shall survive the
Closing.
9. Purchaser
Due Diligence and Contingencies.
Purchaser's obligations under this Agreement are subject to the
satisfaction of the following contingencies within sixty (60) days ("Purchaser's
Contingency Period"). Purchaser Contingencies
are;
| a. |
Purchaser,
in its sole and absolute discretion, determining the acceptability
of the
results of any tests and / or inspections
provided to it or which it may make. If said results are not acceptable
to
Purchaser, then Purchaser shall
have the right, upon written notice to Seller, to cancel this Agreement.
|
| b. |
Purchaser
verifying that the Property is zoned to allow Purchaser's intended
use
with associated functions. Purchaser
and Seller agree that the acceptability of zoning includes not only
permission to use the Property for Purchaser's
intended use, but also
permission to construct Purchaser's site plan including, but not
limited
to, access, parking, signage, architectural requirements of the building,
and lighting.
|
| c. |
Purchaser
receiving and approving the evidence of title provided by Seller
pursuant
to Paragraph
four (4) hereof.
|
| d. |
Purchaser
determining, in its sole discretion, the feasibility of developing
an
express car wash on the Property.
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10.
Cooperation.
| a. |
Seller
shall furnish Purchaser, upon request, with copies of all available
plans,
specifications, drawings, surveys, title work, zoning reports and
other
information regarding taxes and other related expenses at tire Property
over the
past two (2) years, if available.
|
| b. |
At
Closing, Seller shall join in the execution of any and all documents
necessary to fulfill the conditions precedent
set forth above. Purchaser shall have the right to waive any or all
of the
conditions precedent to its obligations
hereunder and to close this transaction as though such conditions
precedent had been met.
|
| c. |
Purchaser
may, through its agents, servants, employees, and engineers,
at
its sole expense, enter into and upon the
property for the purpose of making such surveys, maps, drawings,
and the
collection of engineering data including
an environmental site assessment as it may in its sole discretion
require
during the period of this Agreement;
provided, however, that Purchaser shall cause no substantial or material
damage to the Property, and the Property shall be restored by Purchaser
to
its former condition after the examination, surveys, etc..
are completed,
except for the usual and ordinary changes caused by such inspections
and
tests.
|
11.
Miscellaneous.
This
Agreement constitutes the entire Agreement of the parties, and there are not
representations,
oral or written, that have not been incorporated herein. Time is of the essence
in all provisions of this Agreement. All of the provisions of this Agreement
shall survive the Closing.
12.
Closing.
This
Agreement shall be performed and the transaction closed within thirty (30)
days
after written release
of all contingencies by Purchaser. Consistent with other provisions of this
Agreement, costs of Closing shall be allocated
as follows:
|
Sales
commission:
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Equally:
Seller/Purchaser
|
|
Items
payable in connection with any loan:
|
Purchaser
|
|
Items
required by lender to be paid in advance:
|
Purchaser
|
|
Reserves
deposited with lender:
|
Purchaser
|
Title
Charges:
|
Settlement
or Closing Fee:
|
Purchaser
|
|
Title
examination:
|
Purchaser
|
|
Title
insurance binder:
|
Purchaser
|
|
Document
preparation for deed:
|
Seller
|
|
Attorney
fees:
|
By
party incurring such charges
|
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Title
insurance policy coats:
|
Equally:
|
Seller/Purchaser
Recording fees:
|
Deed:
|
Purchaser
|
|
Mortgage:
|
Purchaser
|
|
Releases:
|
Seller
|
|
State
tax:
|
Purchaser
|
Other
costs shall be paid according to community custom and the intent of this
Agreement,
13.
Seller's Representations
and Warranties.
In
addition to any other representation, warranty, and certification of
Seller
as set forth in this Agreement, Seller hereby represents, warrants, and
certifies as follows:
| a. |
All
statements made herein are true and. correct, and the information
to be
provided by Setter to Purchaser pursuant
to this Agreement and relating to the Property does not and will
nut
contain any statement, which at the
time and in light
of the circumstances under which it was made, is false or misleading
with
respect to any material
fact or fails to state any material fact (that is known) necessary
in
order to make any statement contained
therein not false or misleading in any
material respect.
|
Seller
shall immediately notify Purchaser of
any
material change in respect to the Property, or any information heretofore
or hereafter furnished to Seller
in
respect to the Property including, but not limited to, the title insurance
commitment hereunder.
| c. |
Seller
has full right, power, and authority to execute, deliver, and to
perform
this Agreement without obtaining any
consensus or approvals from, or the taking of any other actions with
respect to, any third patties, as described
herein (or if any such consensus,
approvals, or other actions are required, the same will be accomplished
prior to the Closing date). This Agreement, when executed and delivered
by
Seller and Purchaser,
will constitute the valid and
binding Agreement of Seller and Purchaser enforceable against Seller
and
Purchaser in accordance with its
terms.
|
| d. |
There
is no pending condemnation or similar proceeding affecting the Property
or
any portion thereof or access thereto,
nor does Seller have any knowledge that any
such action is presently
contemplated.
|
14.
Purchaser's Representations, Warranties and Certifications.
In
addition to any other
representation, warranty,
and certification of Purchaser, as set forth in this Agreement,
Purchaser hereby
represents, warrants, and certifies
as follows that:
| a. |
Purchaser
is a validly existing entity in good standing arid
with
full authority to execute this
Agreement.
|
| b. |
Purchaser
has the full right, power, and authority to execute, deliver, and
to
perform this Agreement without obtaining
any consensus or approvals from, or the taking of any other actions
with
respect to any third parties (or
if any such consensus, approvals or other actions are required, the
same
will be accomplished prior to the Closing
date). This
Agreement, when executed and delivered by Seller, and Purchaser,
will
constitute the valid and
binding Agreement of Seller and Purchaser enforceable against Seller
and
Purchaser in accordance with its
terms.
|
15.
Notices. Any
notices provided for herein shall be in writing
and shall be delivered by overnight delivery service, postage prepaid, addressed
to the parties as follows:
|
If
to Seller:
|
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, #▇▇▇
|
|
▇▇,
▇▇ ▇▇▇▇▇
|
|
|
|
|
|
If
to Purchaser:
|
Twin
Properties, LLC
|
|
P.0.
▇▇▇ ▇▇▇▇
|
|
|
▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇
|
16.
Assignment. Purchaser
shall have the right to assign its rights and obligations in this Agreement
to a
third
party in
order to establish a holding entity for this specific development.
17. Sales
Commission. At
Closing, Seller and. Purchaser shall pay a sales commission in cash at closing
in the amount
of
six percent (6%) of the gross sales
price as follows: three percent (3%) to ▇▇▇▇▇ Realty Solutions and three percent
(3%) to ▇▇▇▇▇▇
Development Co., Inc. Such sales commission shall
be
paid equally by Seller and Purchaser.
AGENCY
DISCLOSURE (required by Alabama Law, §
34-2740)
Print
name of Listing Company: ▇▇▇▇▇ Realty Solutions
The
listing agent is an agent of (check one):
Seller: X
Purchaser:
________
Both
parties as a limited consensual dual agent: ________
*Neither
party, and is
acting
as a transaction broker: ________
Print
name of Selling Company: Now/in Development Co., Inc.
The
selling company, if any,
is
an
agent of (check one): Seller:
Purchaser:
________
Both
parties as a limited consensual dual agent:
________
|
Seller's
Initials: _________________;
|
Purchaser's
Initials:
|
 |
Neither
party, and is tin as a transaction
broker: ____________________ |
18.
Effective
Date. This
Agreement has an Effective Date as of the later date of signature or execution,
as shown hereon.
19.
Facsimile or counterpart Signatures. This
contract may be delivered by either party or all parties by telecopy
or
facsimile, and shall be binding upon the party so executing it upon the receipt
by the other party of the fully executed contract.
The original contract should be signed by all parties
not later than 10 business days from acceptance unless otherwise
agreed in writing, however, this shall not affect the validity and
enforceability of the contract executed via facsimile.
20. Duration
of Offer. This
offer is open for acceptance
by Seller until March 23, 2007 at 11:00 a.m., and henceforth
is voidable by Purchaser.
| Purchaser: | Seller; |
| Twin Properties, LLC | Automotive Services Group, LLC |
 |
 |
 |
 |
EXHIBIT
A
PARCEL
NO. 1.
A
part of
the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇. South,
Range 9 West
and
the Southwest Quarter of the Southwest Quarter of Section 30, Township 21 South,
Range 9
West,
Tuscaloosa County, Alabama, containing one and one tenth (1.10) of an acre,
more
or less, being more particularly described as
follows:
Begin
at
the Northeast corner of Lot I of Princeton Heights as recorded in Plat Book
4,
Page 69 in the Probate Office in Tuscaloosa County, Alabama; thence run in
au
Southerly direction along the East Line of said Lot 1 for a distance of 183.57
feet to a
point;
thence leaving said East Line with an
interior angle left of 99°35'56", run in a Westerly direction for a distance of
87.47 feet to a point; thence with an interior angle left of 8 7°59 '27" , run
in a Northerly direction for a distance of 73.47 feet
to a
point; thence with, an interior angle left of 269°45'39", run in a Westerly
direction for a distance
of 69.48 feet to a point; thence with an interior angle left of 105°54'13", run
in a Northwesterly
direction for a distance of 63.78 feet to a point; thence with an interior
angle
left of 209°21'13", run in a Westerly direction for a distance of23.68 feet to a
point lying on the East Right- of Way margin of U.S. Highway 82 (▇▇▇▇▇▇▇▇▇
Boulevard); thence with an interior angle left of 96°13'06"; run in a Northerly
direction along said East Right-of-Way margin for a distance of 193.23
feet
to a
point; thence leaving the said East Right-of-Way margin with an interior angle
left of 81'52'03",
run in a Easterly direction for a distance of 133.64 feet to a point; thence
with an interior angle
left of 102°58'51", run in a Southerly direction for a distance of 77.11 feet to
a point; thence with an interior angle left of 260°02'03", run in a Easterly
direction for a distance of 120.59 feet to the
POINT
OF BEGINNING, forming a closing interior angle of 89°00'41".
PARCEL
NO. 2
Commence
at the Northeast corner of said Lot 1; thence run in a southerly direction
and
along the East
Boundary Line of said lot for a distance of 183.57 feet to &point; thence
with an angle
left of 99°35'56" run in a westerly direction for a distance of 87.47 feet to
the POINT-OF-BEGINNING of the
herein described parcel of land; thence with a deflection angle to the tight
of
92°00'33" run in a
northerly direction for a distance of 73.47 feet to a point; thence with an
angle left of 269°45'39" run
in a
westerly direction
for a
distance
of 69.48 feet to a
point;
thence with an angle right of 209°05'47"
run in a northwesterly direction for a distance of 63.78 feet to a point; thence
with an angle
right of 150°38'47" run in a westerly direction for a distance of 23.68 feet to
a point on the East Right-of-Way
Margin of US Highway 82; thence with an angle right of 82°14'15" run in a
southerly direction
and along said margin for a distance of 110.20 feet to a point; thence with
an.
angle right of
88°09'50" rust in an easterly direction for a distance of 148.31 feet to the
POINT-OF-BEGINNING forming an interior closure angle of 92°00'3.