Sullivan Realty
Land and Timber Sealed Bid Prospectus
Marion New Tracts
325.9± Acres - In Total
Tract #1 - 221.5± Acres
Tract #2 - 24.0± Acres
Tract #3 - 80.4± Acres
Laurens County, Georgia
BID DATE and TIME – WEDNESDAY, MAY 11, 2016 - 2:00 PM
Sullivan Forestry Consultants, Inc.
dba Sullivan Realty
P.O. Box 467
Americus, Georgia 31709
T 229-928-4041
F 229.255.2091
www.gaforester.com
Sullivan Forestry Consultants, Inc.
The Marion New Tracts
The Offering
Sullivan Realty, acting as agent for Charles Brantley New, Jr., Marion Elizabeth New
Johnson, Mary Catherine New Thrasher, Julia Diane New Greene, and Deborah New
Fogarty, offers for sale and solicits bids on approximately 325.9± acres of timber land, in
three tracts (Marion New Tracts), located in Laurens County, Georgia. The New Tracts
represent a timberland and recreation investment along with potential long term
development providing a wide range of options for the investor. The property will be
offered for sale through a sealed bid process. Bids will be received for the property in any
of three ways offered to meet any investment preference:
1) land and timber combined, or
2) timber only, or
3) land only.
Located in the upper coastal plain of central Georgia, the Marion New Tracts offer a rare
opportunity to purchase a property with excellent pine and hardwood timber.
All entry onto the property should be arranged in advance through Blake Sullivan or Bob
Riles, who may be contacted at 229.928.4041 (office). Entry onto the property will be at
the sole risk of the party entering the property, and each such party agrees to indemnify,
protect, defend and hold Sellers harmless from and against any and all claims for
damages, loss, costs, liability, expense or demands arising from personal injury (including
death arising there from), or property damage to any person including, without elimination,
the Sellers, and arising or resulting in any way from entry on or presence upon lands of the
Sellers, regardless of any negligence of the Sellers which may have contributed in any way
to such damage, and the party so indemnifying the Sellers shall reimburse the Sellers for
all costs and expenses incurred by the Sellers in defending any such claims, including,
without limitation, attorney fees.
Sealed Bid Sale - New Tracts - Laurens County, GA
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Sullivan Forestry Consultants, Inc.
Property Description - Tract #1 - Hall and St. Mark Roads
Tract #1 - 221.5± acres is located along the Hall and St. Mark Roads. From Dublin head
south on Highway 19 South approximately 12 miles and turn right onto Hall Road (County
Maintained Dirt Road). Go approximately 1.2 miles and the tract is on the left. The
property is accessed from both the Hall and St. Mark Roads. These roads are both
county maintained dirt roads. The major soil types are Fuqua, Nankin, and Cowarts
Loamy Sand. Flat Creek traverses the southern end of the property.
Timber:
In March 2015, Timberland Resource Services, Inc. of Dublin, Georgia conducted a timber
inventory on the property. The volumes reported as of March 17, 2015 are as follows:
Tract #1 - Hall and St. Mark Roads - +/- 221.50 acres
Species / Product
Tons
Pine Sawtimber
3,113.9
Pine Chip-N-Saw
5,198.0
Pine Pulpwood
2,835.8
Hardwood Pulpwood
Hardwood Pallet Wood
736.0
53.4
A copy of the timber cruise and plot maps can be found on our website
www.gaforester.com. The timber located on the uplands is good quality mature planted
and natural pine. The timber located in the bottomlands is mixed species.
Soil maps, topographic maps, stand maps, and aerial imagery can be found on our
website www.gaforester.com.
Sealed Bid Sale - New Tracts - Laurens County, GA
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Sullivan Forestry Consultants, Inc.
Property Description - Tract #2 - West Alcorn Farm Road
Tract #2 - 24.0± acres is located along the West Alcorn Road. From Dexter head west on
Highway 257 approximately 4 miles and turn left onto Alcorn Road . Go approximately 1.3
miles and turn right on West Alcorn Farm Road (County Maintained Dirt Road). Go
approximately .9 miles and the tract is on the right. The property is accessed from the
West Alcorn Farm Road. The major soil types are Fuqua, Muckalee, Herod, and Nankin
Loamy Sand.
Timber:
In March 2015, Timberland Resource Services, Inc. of Dublin, Georgia conducted a timber
inventory on the property. The volumes reported as of March 15, 2015 are as follows:
Tract #2 - West Alcorn Farm Road - +/- 24.0 acres
Species / Product
Tons
Pine Poles
Pine Chip-N-Saw
Pine Pulpwood
Hardwood Pulpwood
29.7
1,151.3
346.9
10.5
A copy of the timber cruise can be found on our website www.gaforester.com. The timber
located on the uplands is good quality mature planted planted and some natural
hardwood.
Soil maps, topographic maps, stand maps, and aerial imagery can be found on our
website www.gaforester.com.
Sealed Bid Sale - New Tracts - Laurens County, GA
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Sullivan Forestry Consultants, Inc.
Property Description - Tract #3 - Highway 80 East
Tract #3 - 80.4± acres located along Highway 80 east. From Dublin head east on
Highway 80. Approximately five miles out of town you will see the entrance for the East
Dublin Elementary and High School. Approximately .6 miles past the entrance to these
schools the property will be on the left. The property is accessed from Highway 80 East.
The major soil types are Tifton loamy sand, Tifton Sandy Loam, and Troup Sand.
Timber:
In March 2015, Timberland Resource Services, Inc. of Dublin, Georgia conducted a timber
inventory on the property. The volumes reported as of March 20, 2015 are as follows:
Tract #2 - West Alcorn Farm Road - +/- 24.0 acres
Species / Product
Tons
Pine Chip-N-Saw
Pine Pulpwood
Hardwood Pulpwood
2,836.5
376.9
14.9
A copy of the timber cruise can be found on our website www.gaforester.com. The timber
located on the uplands is good quality mature planted planted and some natural
hardwood.
Soil maps, topographic maps, stand maps, and aerial imagery can be found on our
website www.gaforester.com.
Sealed Bid Sale - New Tracts - Laurens County, GA
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Sullivan Forestry Consultants, Inc.
Matters Relating to the Property
Title Information:
Title to the property is vested in Charles Brantley New, Jr., Marion Elizabeth New Johnson,
Mary Catherine New Thrasher, Julia Diane New Greene, and Deborah New Fogarty.
Plats or Surveys:
A survey for Tract #1 can be found in Plat Book 1, Page 26 in the office of the Laurens
County Clerk of Court. Survey for Tract #3 can be found in Plat Bood 4 Page 28 in the
office of the Laurens County Clerk of Court. Copies of both surveys can be found on our
website, www.gaforester.com.
Conservation Use Ad Valorem Tax:
All three properties are in a tax reduction covenant with Laurens County, Georgia. These
covenants expire on December 31, 2021. Buyer’s agree to continue each of the
covenants and hold Sellers harmless from any breach caused on behalf of the Buyer.
Property Sale:
The property will be offered in three combinations - Land only, timber only , and land and
timber combined. Any sale of the land will be by the tract and not by the acre.
Hunting Leases:
All properties will be offered free and clear of any hunting leases.
Timber Inventory Data:
Timberland Resource Services, Inc., Dublin, Georgia conducted a timber inventory in
March 2015 for the Marion New Estate Sellers warrant that no timber harvests have
occurred on any of the tracts since the timber inventory was conducted. Actual timber
inventory summaries are posted in the appendix of this invitation to bid. Pricing information
has been redacted from these summaries. Information concerning timber volumes and
timbered acreages is provided solely for the convenience of prospective bidders and is not
warranted or guaranteed by the Sellers, Sullivan Realty, or Sullivan Forestry Consultants,
Inc., or the Sellers agents.
Timber Operations:
No timber removals have occurred on the property since the timber inventories of March
2015, and none are anticipated. Sealed Bid Sale - New Tracts - Laurens County, GA
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Sullivan Forestry Consultants, Inc.
Possession:
Possession of all tracts totaling 325.9± acres will be delivered as of the closing date
subject to Conservation covenants with Laurens County, GA that expire on December 31,
2021, any potential timber contract (if the land and timber sale separately), and any
easements of record.
Representations of the Sellers:
Although the Sellers believe the information presented in this invitation to bid is factual, no
warranty is expressed or implied with respect to such information. The conveyance of this
tract will be by General Warranty Deed.
Inquiries:
Inquiries concerning the 325.9± acres are to be directed to: Sullivan Realty, P.O. Box 467,
Americus, Georgia 31709 Attention: J. Blake Sullivan or Bob Riles (229) 928-4041.
Brokers:
The Sellers’ sole representative in the sale of the 325.9± acres is Sullivan Realty.
Cooperating Broker participation is invited and encouraged. The Cooperating Broker must
be duly licensed in the State of Georgia and enter into a Cooperating Broker
Compensation Agreement with Sullivan Realty, the exclusive agent of the Sellers.
Bid Date, Notification, and Closing Date:
As described in the Instructions to Bidders which follows, offers to purchase any of the
three tracts totaling 325.9± acres must be received at the office of Edward B. Claxton, III,
Dublin, Georgia, no later than 2:00 p.m., EDT, May 11, 2016. Notification and closing date
are described in the Instructions to Bidders. The Sellers reserve the right to reject any and
all bids in their sole discretion as provided in the Instructions to Bidders.
Other Matters:
Tax parcel numbers for each of the three tracts are:
Tract #1 - Hall and St. Mark Road Tract - 221.5± acres - Tax Map 209 Parcel 001
Tract #2- West Alcorn Farm Road Tract - 24± acres - Tax map 025 Parcel 010
Tract #3 - Highway 80 East Tract - 80.4± acres - Tax Map 200D Parcel 045
Sealed Bid Sale - New Tracts - Laurens County, GA
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Sullivan Forestry Consultants, Inc.
Instructions to Bidders
Sealed bids will be accepted on or before 2:00 p.m. EDT, Wednesday, May11, 2016, at
the office of Edward B. Claxton, III, 904 A Hillcrest Parkway, Dublin, Georgia 31201
(Mailing address: P.O. Box 16459 Dublin, GA 31040. Bids should be submitted on a lump
sum basis and not by the acre for land or by the ton or other volume measure for the
timber. Bids may be submitted in any of the following ways: timber only, land only, or land
and timber combined.
• Timber Only (Tract #1: 221.5± acres, Tract #2: 24.0± acres, Tract #3: 80.4± acres) –
Prospective buyer will bid on the timber separately. Sellers will convey all merchantable
pine and hardwood trees except those located within a Streamside Management Zone
along Flat Creek (the “SMZ”) on Tract #1 and the area marked “Wet” (the “SMZ”) in the
northeast corner of Tract #3 by timber deed (see Exhibit A-4). The SMZ boundaries are
unmarked but must be honored to comply with Georgia Best Management Practices
(BMP’s). Terms of this Timber Only sale for any of the three tracts are set forth in the
LUMP SUM TIMBER SALE AGREEMENT form contained in the Appendix. You do not
have to submit a bid deposit for a bid on the timber only.
• Land Only (Tract #1: 221.5± acres, Tract #2: 24.0± acres, Tract #3: 80.4± acres) –
Prospective buyer will bid on the land separately. Sellers will convey land by general
warranty deed subject to timber harvesting operations pursuant to the Timber Deed
described above. The terms and conditions for this Land Only sale for any of the three
tracts are contained in the CONTRACT OF SALE – LAND ONLY SUBJECT TO TIMBER
RESERVATION form contained in this prospectus (see Exhibit A-5). Bidders need to
include a Cashier’s check equal to 5% of the bid made payable to Sullivan Realty Escrow Account.
• Land and Timber Combined (Tract #1: 221.5± acres, Tract #2: 24.0± acres, Tract #3:
80.4± acres) of land including timber) – Prospective buyer will bid on the land and all
timber combined. Sellers will convey the land and all timber to the successful bidder by
general warranty deed pursuant to the terms and conditions contained in the
CONTRACT OF SALE – LAND AND TIMBER COMBINED form contained later in this
Sealed Bid Sale - New Tracts - Laurens County, GA
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Sullivan Forestry Consultants, Inc.
prospectus (see Exhibit A-6). Bidders need to include a Cashier’s check equal to 5% of
the bid made payable to Sullivan Realty Escrow Account.
Sellers reserve the absolute right to reject any and all bids and to withdraw the property
from sale at their sole discretion.
All bids must be submitted in writing on the appropriate BID FORM (see Exhibit A-1, A-2,
and A-3), and verbal bids will not be accepted.
Bidders who bid on the land only or the land and timber combined should mail bids to
Sullivan Realty c/o Mr. Edward B. Claxton, III P.O. Box 16459, Dublin, Georgia 31040 or
hand deliver bids to 904-A Hillcrest Parkway Dublin, GA 31201 for receipt prior to the bid
opening. Note: Bidders who use FedEx and UPS should be sure that bids arrive
before 2:00 PM EDT on or before May 11, 2016. All bids must be submitted on the
appropriate bid form and the bid forms should be accompanied by a Cashier’s check
made payable to the Sullivan Realty Escrow Account for 5% of the bid amount.
Bidders who bid on the timber only may fax bids to 229.255.2094, scan, or email to
[email protected], mail bids to Sullivan Realty c/o Mr. Edward B. Claxton, III P.O.
Box 16459, Dublin, Georgia 31040 or hand deliver bids to 904-A Hillcrest Parkway Dublin,
GA 31201 for receipt prior to the bid opening. Timber only bidders sending fax offers are
encouraged to follow up with verbal telephone verification of receipt of any such bids.
Note: Bidders who use FedEx and UPS should be sure that bids arrive before 2:00
PM EDT on or before May 11, 2016.
Neither Sellers nor Sullivan Realty shall be responsible for bids not received due to
telephone transmission problems, other electronic or mechanical difficulties, or delivery
delays. Sealed envelopes containing the bid along with the bid deposits (Land Only or
Land and Timber Combined) should be clearly marked “BID MAY 11th – Marion New
Tracts.”
Once the bid process ends at 2:00 p.m. EDT, Wednesday, May 11th, 2016, no further bids
will be accepted. Bids will not be opened publicly but will be opened at a private meeting
with the Sellers. All bid results will be disclosed to all bidders only after the private meeting
between the Sellers and Sullivan Realty and only when the successful bidder(s) have been
notified.
Sealed Bid Sale - New Tracts - Laurens County, GA
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Sullivan Forestry Consultants, Inc.
Bidders will be notified no later than Friday, May 13th, 2016, concerning the status of the
bid process. The successful land only or land and timber combined bidder so notified by
Sullivan Realty is expected to execute the appropriate CONTRACT OF SALE as specified
by Sullivan Realty, and will deliver it to Sullivan Realty no later than Friday, May 20, 2016.
The successful bidder for the timber only will execute the Timber Deed and close on the
timber purchase on or before June 23, 2016 . No bid deposit is required for the timber only
sale on any of the three tracts.
Handling of Bids and Closing of Sale:
The deposits of all bidders, except the successful bidder(s) will be returned by the Sellers
by mail without interest within 15 business days of the opening of the bids. In the interim
the deposits will be held in escrow by Sullivan Realty in a non-interest bearing escrow
checking account. All bids (timber only, land only, or land and timber combined) will be
considered to be legally binding continuing offers until rejected and returned during this 15day period. The Sellers may accept any of these bids during this 15-day period, should
the initial successful bidder default under the conditions set forth in this invitation to bid or
the CONTRACT OF SALE. The initial successful bidder(s) will be notified by the Sellers on
or before May 13, 2016. It is anticipated that this amount of time may be required to
determine the optimum return to the Sellers. Notice will be deemed to be given if (a)
delivered to the bidder(s) personally, (b) communicated by telephone, with confirming letter
to follow, or (c) given to bidder(s) by letter deposited in U.S. mail, postage prepaid, and
addressed as indicated on the bid form. The bid deposit of the successful Buyer(s) will be
applied as the earnest money once the land only or land and timber contracts are
executed and will remain in the Escrow Account of Sullivan Realty pending closing. The
closing date is on or before June 23, 2016. The balance of the entire purchase price
above the deposit (earnest money) must be paid to the Sellers on or before the closing
date. Payment of funds and delivery of deed will be accomplished (unless otherwise
agreed upon between the parties) in Dublin, Georgia, at the offices of Edward B. Claxton,
III. Should the balance of the purchase price not be paid, the deposit and earnest money
will be retained by the Sellers and applied to Sellers’ damages arising from the breach of
the obligation to close the sale within the time specified and the previously designated
successful bidder shall thereafter have no further interest in, or right to purchase the
property.
Sealed Bid Sale - New Tracts - Laurens County, GA
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Sullivan Forestry Consultants, Inc.
Disclaimer
All information in this prospectus has been developed to provide interested bidders with an
overview of the property and should not be relied upon by bidders. The Sellers, its
advisors, consultants and employees, including Sullivan Realty and Sullivan Forestry
Consultants, Inc., make no representations or warranties, express or implied, as to the
accuracy or completeness of the information or as to the property, its condition,
boundaries, suitability, land use, timber volumes, acreage, wetlands, or fitness for a
particular purpose. Each interested bidder should make their own determination as to
timber volumes, timber quality, acreage, access, and federal and state environmental and
regulatory constraints relating to the use of the property prior to submitting a final bid. The
successful bidders will accept the property in its present condition, AS IS, WHERE IS, with
all faults, at closing.
Sealed Bid Sale - New Tracts - Laurens County, GA
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Sullivan Forestry Consultants, Inc.
Exhibit "A-1"
BID FORM
LAND ONLY
TO BE SUBMITTED TO:
Charles Brantley New, Jr., Marion Elizabeth New Johnson, Mary Catherine New Thrasher, Julia Diane New Greene, and
Deborah New Fogarty
Sullivan Realty
c/o Mr. Edward B Claxton, III
P.O. Box 16459 Dublin, GA 31040
at bid opening May 11, 2016 at the
Offices of Mr. Edward B. Claxton, III, 904_A Hillcrest Parkway Dublin, Georgia
Gentlemen:
The undersigned hereby agrees to purchase approximately any of the three tracts containing in aggregate 325.9± acres
for the amount indicated below:
Land Only:
Tract #1: 221.5± Acres $___________________________________________________
Tract #2: 24.0± Acres $___________________________________________________
Tract #3: 80.4± Acres $___________________________________________________
Accompanying this bid is a bid deposit of $_______________________________ (five percent of total bid) which will be
applied to the purchase price if this bid is accepted. If this bid is not accepted, the bid deposit will be deposited in the
escrow account for Sullivan Realty and mailed to the undersigned, without interest, with notice of rejection of the bid
within 15 business days of the opening of the bids. It is further understood and agreed that this bid will remain a legally
binding and continuing offer during this 15-day period.
The undersigned hereby agrees to hold Sullivan Forestry Consultants, Inc., Sullivan Realty, and Charles Brantley New, Jr.,
Marion Elizabeth New Johnson, Mary Catherine New Thrasher, Julia Diane New Greene, and Deborah New Fogarty
harmless against any and all brokers' commissions, finders' fees or other compensation payable or alleged to be payable
to an intermediary employed or alleged to have been employed by the undersigned with respect to this property and this
bid. This indemnity shall apply even though the Land and Timber Sealed Bid Prospectus was sent to a broker, who then
advised the bidder of the availability of the property covered by this bid.
The undersigned also certify that they received a copy of the "Land and Timber Sealed Bid Prospectus, 325.98± Acres"
and are familiar with the terms and conditions in that document. The undersigned agree that a “CONTRACT OF SALE –
LAND ONLY SUBJECT TO TIMBER RESERVATION” in the form included in such package shall be executed and
Sealed Bid Sale - New Tracts - Laurens County, GA
"11
Sullivan Forestry Consultants, Inc.
delivered to Charles Brantley New, Jr., Marion Elizabeth New Johnson, Mary Catherine New Thrasher, Julia Diane New
Greene, and Deborah New Fogarty by Friday May 20, 2016 following receipt of notice of bid acceptance.
The full names and residences of persons, partners or firms interested in the foregoing bid, as principals, are as follows:
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
No person other than listed above has any interest in this bid and it is in all respects made in good faith and without
collusion or fraud.
The undersigned is aware that the Sellers have the right to reject any and all bids in their sole discretion. The land offered
for sale is subject to a timber deed.
BIDDER
________________________________________________
(Print firm name or individuals name
By:_______________________________________
Title:_____________________________________
Address:___________________________________
Telephone:___________________
Sealed Bid Sale - New Tracts - Laurens County, GA
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Sullivan Forestry Consultants, Inc.
Exhibit "A-2"
BID FORM
TIMBER ONLY
TO BE SUBMITTED TO:
Charles Brantley New, Jr., Marion Elizabeth New Johnson, Mary Catherine New Thrasher, Julia Diane New Greene, and
Deborah New Fogarty
Sullivan Realty
c/o Mr. Edward B Claxton, III
P.O. Box 16459 Dublin, GA 31040
at bid opening May 11, 2016 at the
Offices of Mr. Edward B. Claxton, III, 904_A Hillcrest Parkway Dublin, Georgia
Gentlemen:
The undersigned hereby agrees to purchase all standing merchantable timber on Exhibit “A to the Lump Sum Timber
Sale Agreement” and exclusive of any timber located within the SMZ’s for the amount indicated below:
Timber Only:
All merchantable timber located on the following tracts:
Tract #1: 221.5± Acres $___________________________________________________
Tract #2: 24.0± Acres $___________________________________________________
Tract #3: 80.4± Acres $___________________________________________________
The successful bidder will be notified May 13, 2016 if their bid is accepted. It is further understood and agreed that this
bid will remain a legally binding and continuing offer during this period.
The successful bidder will enter into the “Lump Sum Timber Sale Agreement” found in the prospectus.
The undersigned hereby agrees to hold Sullivan Forestry Consultants, Inc., Sullivan Realty, and Charles Brantley New, Jr.,
Marion Elizabeth New Johnson, Mary Catherine New Thrasher, Julia Diane New Greene, and Deborah New Fogarty
harmless against any and all brokers' commissions, finders' fees or other compensation payable or alleged to be payable
to an intermediary employed or alleged to have been employed by the undersigned with respect to this property and this
bid. This indemnity shall apply even though the Land and Timber Sealed Bid Prospectus was sent to a broker, who then
advised the bidder of the availability of the property covered by this bid.
Sealed Bid Sale - New Tracts - Laurens County, GA
"13
Sullivan Forestry Consultants, Inc.
The undersigned also certify that they received a copy of the "Land and Timber Sealed Bid Prospectus, 325.9± Acres"
and are familiar with the terms and conditions in that document. The undersigned agree that a “Lump Sum Timber Sale
Agreement” in the form included in such package shall be executed and delivered to Charles Brantley New, Jr., Marion
Elizabeth New Johnson, Mary Catherine New Thrasher, Julia Diane New Greene, and Deborah New Fogarty by May 20,
2016 following receipt of notice of bid acceptance.
The undersigned is aware that the Sellers have the right to reject any and all bids in their sole discretion.
BIDDER
________________________________________________
(Print firm name or individuals name)
By:_______________________________________
Title:_____________________________________
Address:___________________________________
Telephone:___________________
Sealed Bid Sale - New Tracts - Laurens County, GA
"14
Sullivan Forestry Consultants, Inc.
Exhibit "A-3"
BID FORM
LAND AND TIMBER COMBINED
TO BE SUBMITTED TO:
Charles Brantley New, Jr., Marion Elizabeth New Johnson, Mary Catherine New Thrasher, Julia Diane New Greene, and
Deborah New Fogarty
Sullivan Realty
c/o Mr. Edward B Claxton, III
P.O. Box 16459 Dublin, GA 31040
at bid opening May 11, 2016 at the
Offices of Mr. Edward B. Claxton, III, 904_A Hillcrest Parkway Dublin, Georgia
Gentlemen:
The undersigned hereby agrees to purchase one or more of the tracts of approximately 325.9± acres for the amount
indicated below:
ALL Land and Timber:
Tract #1: 221.5± Acres $___________________________________________________
Tract #2: 24.0± Acres $___________________________________________________
Tract #3: 80.4± Acres $___________________________________________________
Accompanying this bid is a bid deposit of $_______________________________ (five percent of total bid) which will be
applied to the purchase price if this bid is accepted. If this bid is not accepted, the bid deposit will be deposited in the
escrow account for Sullivan Realty and mailed to the undersigned, without interest, with notice of rejection of the bid
within 15 business days of the opening of the bids. It is further understood and agreed that this bid will remain a legally
binding and continuing offer during this 15-day period.
The undersigned hereby agrees to hold Sullivan Forestry Consultants, Inc., Sullivan Realty, and Charles Brantley New, Jr.,
Marion Elizabeth New Johnson, Mary Catherine New Thrasher, Julia Diane New Greene, and Deborah New Fogarty
harmless against any and all brokers' commissions, finders' fees or other compensation payable or alleged to be payable
to an intermediary employed or alleged to have been employed by the undersigned with respect to this property and this
bid. This indemnity shall apply even though the Land and Timber Sealed Bid Prospectus was sent to a broker, who then
advised the bidder of the availability of the property covered by this bid.
The undersigned also certify that they received a copy of the "Land and Timber Sealed Bid Prospectus, 325.9± Acres"
and are familiar with the terms and conditions in that document. The undersigned agree that a “CONTRACT OF SALE –
LAND AND TIMBER COMBINED” in the form included in such package shall be executed and delivered to Charles
Sealed Bid Sale - New Tracts - Laurens County, GA
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Sullivan Forestry Consultants, Inc.
Brantley New, Jr., Marion Elizabeth New Johnson, Mary Catherine New Thrasher, Julia Diane New Greene, and Deborah
New Fogarty by May 20, 2016 following receipt of notice of bid acceptance.
The full names and residences of persons, partners or firms interested in the foregoing bid, as principals, are as follows:
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
No person other than listed above has any interest in this bid and it is in all respects made in good faith and without
collusion or fraud.
The undersigned is aware that the Sellers have the right to reject any and all bids in their sole discretion.
BIDDER
________________________________________________
(Print firm name or individuals name)
By:_______________________________________
Title:_____________________________________
Address:___________________________________
Telephone:___________________
Sealed Bid Sale - New Tracts - Laurens County, GA
"16
Sullivan Forestry Consultants, Inc.
Exhibit "A-4"
LUMP SUM TIMBER SALE AGREEMENT
STATE OF GEORGIA
COUNTY OF COLQUITT
THIS INDENTURE, made this _____ day of September, 2013, by and between Charles
Brantley New, Jr., Marion Elizabeth New Johnson, Mary Catherine New Thrasher, Julia
Diane New Greene, and Deborah New Fogarty, Party of the First Part, hereinafter referred to
as Sellers, and ___________________, Party of the Second Part, hereinafter referred to as Buyer.
W I T N E S S E T H:
That the Sellers for and in consideration of the sum of
Dollars ($___________) plus other good and valuable consideration, do hereby grant, bargain,
sell and convey unto Buyer, successors and assigns, all merchantable trees of every kind, size
and description, situated on property located within the “Sale Area” and is more particularly
shown on the attached map labeled Exhibit “A” to the Timber Sale Agreement, which is made
part of this contract by express reference. Said lands lying in a portion of Land Lot(s) __ in the
___ Land District, Laurens County, Georgia.
Sellers have retained Sullivan Forestry Consultants, Inc. to act as their agent during this
harvesting operation. Buyer will work with the employees of Sullivan Forestry Consultants, Inc.
in placing roads and logging ramps.
The Sellers agree that they will pay and discharge all taxes and assessments levied and
assessed on the land for 2016 and the trees growing thereon. This agreement shall inure to the
benefit and be binding upon the party hereto, its heirs, administrators, successors, and assigns.
The Buyer agrees to cut and remove or cause to be cut and removed said bargained trees
during a period commencing on the date of this agreement and ending on December 31, 2016 at
midnight (12:00 AM). The Buyer shall have the right of total and uninterrupted ingress and
egress over and across said described property for the purpose of cutting and removing of said
bargained trees and the right and privilege of using or causing to be used such machinery and
equipment as it shall determine to be necessary or expedient to use for such purposes.
Buyer agrees to use existing roads when possible and to leave said roads in as good a
condition as prior to the initiation of this agreement, normal wear and tear excepted. Buyer shall
have the right to construct roads through the property as needed for the removal of said trees. .
The Buyer understands that all logging and loading decks will be within the sale area. The
Buyer agrees to work closely with Seller’s agent, Sullivan Forestry Consultants, Inc., to locate
logging roads and decks.
Sealed Bid Sale - New Tracts - Laurens County, GA
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Sullivan Forestry Consultants, Inc.
The Sellers agree that during the term of this agreement they will not cut or permit
anyone else to remove any trees from the above described premises.
All the rights and privileges vested in the Buyer by this indenture shall be freely
assignable by it, by way of pledge or otherwise, and in such event freely enjoyed and exercised
by such assignee or assignees but on the same terms and provisions, however, Buyer will remain
liable to the Sellers for all Buyer's obligations hereunder.
The Sellers warrant their respective unencumbered fee simple title to all of said lands and
appurtenances, its unqualified and respective right to so dispose of said trees, and quiet and
peaceable enjoyment of said lands upon the terms and provisions hereof and shall and will
forever warrant and defend said title and rights herein above granted against the claims of any
and all persons whomsoever.
Buyer agrees to remove all tops and logging debris from all fences, roads, firebreaks,
streams, fields, or other open areas. Trash, bottles, cans or other debris must be placed in
appropriate containers, and not discarded or disposed of in any way on Seller’s property. Buyer
agrees to cut and remove all timber in the sale area in accordance with the Georgia “Best
Management Practices for Forestry.”
Buyer agrees to use reasonable precaution to avoid damage to the fences, roads,
firebreaks, crops, and other improvements located upon the real estate herein described. Buyer
agrees that in the event it or its agents or employees shall damage such fences, roads, firebreaks,
crops or other improvements, that it shall reasonably compensate Sellers therefore, or repair the
same to the original condition at the election of Sellers.
Buyer agrees to do all things reasonable and proper and everything in its power to
prevent and suppress all forest fires on or threatening the above-described land.
Buyer shall hold the Sellers harmless against any damages which may be caused by the
negligence of buyer, its servants, agents, employees, or contractors, in any operation in
connection with cutting and removing the timber herein sold. The Buyer is an independent
contractor, and as such, will pay all obligations incurred by it for labor, insurance and other
expenses incurred by it in cutting and hauling and otherwise dealing with the timber removal,
and Buyer agrees to save Sellers harmless from all claims, liens, payments for damage and
expenses or expenditures made in connection with the performance of this agreement by the
buyer. Buyer agrees to carry workman's compensation insurance, if applicable, on all of its
employees.
In the event of any dispute between Sellers and Buyer arising out of the terms and
conditions of this agreement and the performance of either party there under, Sellers and Buyer
agree to accept the decision of an arbitration board of three (3) members. One member shall be
Sealed Bid Sale - New Tracts - Laurens County, GA
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Sullivan Forestry Consultants, Inc.
selected by the Sellers, and one by the Buyer, and the third member shall be selected by the first
two arbiters appointed. The arbiters must reach an agreement within thirty (30) days after the
appointment of an arbiter by the Sellers and Buyer.
All the terms and provisions hereof shall be fully binding upon the successors and assigns
of the Sellers and Buyer and shall inure to the benefit of the successors and assigns of Sellers and
Buyer.
By:
Charles Brantley New, Jr.
Signed, sealed, and delivered
in the presence of:
Witness
Notary Public
My commission Expires:
Tax ID Number: _________________
Tax Parcel: _______________________
(LS)
Marion Elizabeth New Johnson
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Sullivan Forestry Consultants, Inc.
Signed, sealed, and delivered
in the presence of:
Witness
Notary Public
My commission Expires:
Tax ID Number:________________________
Tax Parcel:_________________________
(LS)
Mary Catherine New Thrasher
Signed, sealed, and delivered
in the presence of:
Witness
Notary Public
My commission Expires:
Tax ID Number: __________________________
Tax Parcel: ________________________________
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Sullivan Forestry Consultants, Inc.
(LS)
Julia Diane New Greene
Signed, sealed, and delivered
in the presence of:
Witness
Notary Public
My commission Expires:
Tax ID Number:__________________________
Tax Parcel: _____________________________
(LS)
Deborah New Fogarty
Signed, sealed, and delivered
in the presence of:
Witness
Notary Public
My commission Expires:
Tax ID Number:__________________________
Tax Parcel: _____________________________
Sealed Bid Sale - New Tracts - Laurens County, GA
"21
Sullivan Forestry Consultants, Inc.
, Buyer
By: ____________________________________
Its: ____________________________________
Signed, sealed, and delivered
in the presence of:
Witness
Notary Public
My commission Expires:
Exhibit “A to the Lump Sum Timber Sale Agreement”
“ Timber Sale Map for each Tract will be inserted here”
Sealed Bid Sale - New Tracts - Laurens County, GA
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Sullivan Forestry Consultants, Inc.
Exhibit “A-5”
CONTRACT OF SALE – LAND WITH TIMBER RESERVATION
This Contract of Sale (“Contract”) is made and entered into by and between Charles
Brantley New, Jr., Marion Elizabeth New Johnson, Mary Catherine New Thrasher, Julia
Diane New Greene, and Deborah New Fogarty, (hereinafter referred to as “SELLERS”), and
(“BUYER”).
1.
Conveyance.
In consideration of the mutual covenants contained herein,
SELLERS agree to sell and convey and BUYER agrees to purchase and take title to,
upon the terms herein set forth, all that tract or parcel of real estate containing
approximately ______ acres, more or less, located in Laurens County, Georgia, and
being more particularly described in “Exhibit “A” to the CONTRACT OF SALE –
LAND WITH TIMBER RESERVATION” attached hereto and made a part hereof,
together with all rights, improvements, privileges and easements appertaining thereto
(the “Real Property”).
2.
Purchase Price and Payment.
(a)
The total purchase price for the Real Property shall be sum of
Dollars ($
) (“Purchase Price”). BUYER has paid the sum of
Dollars ($
) as earnest money (“Earnest Money”) to be applied as part
payment of the Purchase Price at the Closing. The balance of the Purchase Price shall be paid by
attorney’s escrow check, cashier’s check or by Bank wire funds transfer (Fedwire System) at the
Closing as described in paragraph 5.
(b) The Earnest Money shall be deposited with SULLIVAN REALTY (“Broker”), who
will hold and disburse the Earnest Money in accordance with the terms and provisions of this
Contract.
(c)
This is a sale in gross and not a sale by the acre of land. There is no warranty of
acreage and there shall be no adjustment in the Purchase Price for any acreage discrepancies.
3.
Disclaimer; Waiver.
(a)
Any documents, cruises, compilations, timber inventories, surveys, plans,
specifications, reports and studies made available to BUYER by SELLERS, their BROKER, or
their agents or representatives (collectively the “SELLER PARTIES”) are provided as
information only. SELLERS have not made, do not make, and have not authorized anyone else
to make any representation as to: (i) the existence or non-existence of access to or from the Real
Property or any portion thereof; (ii) the number of acres in the Real Property; (iii) the volume,
type, condition or quality of timber on the Real Property or logging conditions or feasibility; (iv)
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Sullivan Forestry Consultants, Inc.
the location of the Real Property or any portion thereof within any floodplain, flood prone area,
watershed or the designation of any portion of the Real Property as “wetlands”; (v) the volume,
type, condition or quality of minerals on the Real Property; (vi) the availability of railroad, water,
sewer, electrical, gas or other utility services; (vii) the environmental conditions or requirements
of the Real Property; (viii) the stability of soils; (ix) the condition of any building structure or
improvements on the Real Property; or (x) the suitability of the Real Property for any purpose.
SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE ANY REPRESENTATIONS
OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO
THE CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION ANY WARRANTY
RELATING TO THE CONDITION OF THE REAL PROPERTY, ITS SUITABILITY FOR
BUYER'S PURPOSES OR THE STATUS OF THE PROPERTY'S MAINTENANCE OR
OPERATION. SELLERS DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES
THAT THE REAL PROPERTY MAY BE USED FOR ANY PURPOSE WHATSOEVER.
(b)
BUYER expressly acknowledges that: (i) SELLERS have not made any
representations or warranties whatsoever concerning the Real Property or any matters pertaining
to the Real Property; and (ii) in entering into this Contract, BUYER is not relying on any such
representations or warranties.
(c)
BUYER has examined and inspected or shall fully examine and inspect the Real
Property and become thoroughly familiar with the title, condition, status and suitability of the
Real Property. Unless BUYER terminates this Contract by reason of any right to do so under
this Contract, BUYER is willing to and BUYER shall purchase the Real Property and SELLERS
shall sell the Real Property “AS IS, WHERE IS, with all faults” at the Closing.
(d)
BUYER, for itself and its successors and assigns, hereby waives and releases
SELLERS from any and all contractual, statutory, common law, and/or other liabilities,
obligations, claims or causes of action, known or unknown, that BUYER or its successors
and assigns may be entitled to assert against SELLERS arising in whole or in part of, or
relating or connected in any way to, the condition of the Real Property including, but not
limited to, any such liabilities, obligations, claims or causes of action based in whole or in
part upon any applicable federal, state or local environmental law, rule or regulation or
the environmental condition of the Real Property.
4.
Timber Reservation. SELLERS shall reserve in the General Warranty Deed
ownership of and the rights to harvest and remove all pine and hardwood (merchantable
and premerchantable) trees on the Real Property shown on Exhibit “B” attached hereto)
for a period from the date of Closing until December 31, 2016 (Midnight). SELLERS
further reserve unto themselves and their successors and assigns, full rights of ingress
and egress to the Real Property to harvest the reserved timber. BUYER acknowledges
that: (i) SELLERS intend to harvest the reserved timber, (ii) all harvesting operations
will be conducted according to Georgia best management practices, and (iii) BUYER is
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Sullivan Forestry Consultants, Inc.
not relying on any comments, remarks or discussions by SELLERS or their agents as to
the condition of the Real Property following completion of harvesting activities. During
the timber reservation BUYER will fully pay all ad valorem taxes when due and
payable. Should BUYER fail to pay the ad valorem taxes when due for 2016 until
December 31, 2016 then the SELLERS shall have the right to pay them on behalf of
BUYER. Buyer agrees not to contest any default and and agrees that SELLERS can
collect the taxes paid plus SELLERS’ attorney fees, court costs and any out of pocket
expenses.
5.
Closing. The consummation of the purchase and sale transaction contemplated
herein (the “Closing”) shall take place at a the office of Edward B Claxton, III located at
904-A Hillcrest Parkway, Dublin, Georgia, or at a mutually agreeable place on or before
5:00 p.m. (local time) June 23, 2016 (the “Closing Date”).
6.
Deed of Conveyance. At the Closing, SELLERS shall deliver a General
Warranty Deed conveying to BUYER title to the Real Property, containing the
disclaimer and release provisions contained in paragraph 3 and warranting title against
the claims of all persons claiming by, through or under SELLERS, but against none
other; the conveyance and the foregoing warranty being subject to the following
(collectively, the “Permitted Exceptions” to said warranty):
(a)
liens for taxes, assessments and other governmental charges which are not yet due
and payable as of the Closing;
(b)
all land use (including environmental and wetlands), building and zoning laws,
regulations, codes and ordinances affecting the Real Property;
(c)
all easements, rights-of-way, licenses and other such similar encumbrances of
record;
(d)
all existing public and private roads and streets and all railroad and utility lines,
pipelines, service lines and facilities;
(e)
all encroachments, overlaps, boundary line disputes, shortages in area, parties in
possession, cemeteries and burial grounds and other matters not of record which would be
disclosed by an accurate survey.
(f)
all conservation use covenants issued for reductions in ad valorem taxes in favor
of Laurens County, Georgia.
7.
Prorations and Expenses. All real estate ad valorem taxes for the calendar year
of closing shall be prorated as of the Closing Date. SELLERS shall pay for any Georgia
property transfer taxes and will prepare the Deed. BUYER shall pay all costs of
Sealed Bid Sale - New Tracts - Laurens County, GA
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Sullivan Forestry Consultants, Inc.
recording. BUYER shall pay when due (and indemnify and hold SELLERS harmless
from) all taxes, assessments and penalties (including any which may be attributable or
allocable to periods prior to the Closing) resulting from any change made or caused by
BUYER in the use or classification of the Real Property after the Closing.
8.
Title Search. BUYER shall bear the expense of searching title and the full cost
of any title insurance premiums including extended coverage or endorsements, if any.
BUYER shall have fifteen days (15) from the Date of this Contract in which to search
title to the Real Property and in which to furnish SELLERS with a written statement of
any title objections other than the Permitted Exceptions which materially adversely
affect the use or enjoyment of the Real Property. If BUYER fails to furnish such title
objection statement within said 15-day period, BUYER will be deemed to have waived
any objections to title to the Real Property. If SELLERS are unable or unwilling to cure
the objections, this Contract shall be null and void and any Earnest Money paid shall be
refunded to BUYER and, except as expressly provided to the contrary in this Contract,
SELLERS and BUYER shall have no further rights, duties, obligations or liabilities
under this Contract, or BUYER may waive such defects and proceed to the Closing
without a reduction in the Purchase Price.
9.
Hunting Leases. There are no hunting leases on the property.
10.
Casualty Loss. If, prior to the Closing, the value of the Real Property is
materially impaired by fire, casualty, act of God or exercise of eminent domain powers,
BUYER shall have the right to terminate this Contract by giving written notice to
SELLERS in which case the Earnest Money shall be refunded to BUYER and, except as
expressly provided to the contrary in this Contract, SELLERS and BUYER shall have
no further rights, duties, obligations or liabilities under this Contract.
11.
Real Estate Commission.
BUYER acknowledges that SELLERS are
represented by BROKER and confirms that adequate disclosure of such representation
was provided prior to the execution hereof. If and when the sale and conveyance of the
Real Property closes in accordance with the terms and provisions hereof, a real estate
commission may be due to BROKER, which amount shall be paid by SELLERS.
SELLERS and BUYER represent and warrant, each to the other, that, except as
expressly set forth in this paragraph, no other party is entitled, as a result of the actions
of SELLERS or BUYER, as the case may be, to a real estate commission or other fee
resulting from the execution of this Contract or the sale and conveyance herein
contemplated, and SELLERS and BUYER hereby indemnify and hold each other
harmless from and against any and all costs, damages or expenses (including reasonable
attorney's fees) incurred or paid as a result of any breach of the foregoing representation
and warranty by the indemnifying party.
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Sullivan Forestry Consultants, Inc.
12.
Default. In the event of default by SELLERS in its obligations hereunder,
SELLERS’ liability shall be limited to the return of the Earnest Money. In the event of
default by BUYER, BUYER agrees that BROKER shall deliver the Earnest Money to
SELLERS as liquidated damages as SELLERS’ sole remedy. BUYER and SELLERS
agree that the Earnest Money is a reasonable amount for liquidated damages sustained
by SELLERS upon default by BUYER because of the uncertainty in ascertaining actual
damages.
13.
Notices. Any notice required or permitted to be given hereunder shall be in
writing and shall be deemed properly given on a date personally delivered by messenger
service, overnight courier service or telecopy (facsimile) transmission, or three (3) days
after same is deposited with the United States Postal Service by registered or certified
mail, postage prepaid, return receipt requested, to the parties at the following address or
telecopy/facsimile numbers:
If to SELLERS:
Mr. Edward B. Claxton, III
P.O. Box 16459
Dublin, Georgia 31040
Fax: (478) 272-4225
With a copy to:
Sullivan Realty
P.O. Box 467
Americus, Georgia 31709
Attn: Blake Sullivan
Fax: (229) 255-2094
If to BUYER:
{Buyer's street address}
{Buyer's city, state, zip}
Attn: {Buyer's name or Contact person}
Phone: {Buyer's phone number}
Fax: {Buyer's fax number}
14.
Actions of SELLERS. SELLERS agree and covenants that upon and following
the execution of this Contract and until Closing of the purchase contemplated herein,
SELLERS shall not, without the prior written consent of BUYER, grant easements,
leases, rights-of-way or servitudes, or grant or convey any portion of the Real Property,
or in any way encumber the Real Property in a manner inconsistent with the rights and
interests to be acquired by BUYER.
15.
Attorneys’ Fees. If either party hereto is required to retain an attorney to enforce
any provision of this Contract, whether or not a legal proceeding is commenced, the
substantially prevailing party shall be entitled to reasonable attorneys’ fees regardless of
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Sullivan Forestry Consultants, Inc.
whether at trial, on appeal, in any bankruptcy proceeding, in an arbitration or without
resort to suit.
16.
Invalidity. In the event any provision of this Contract is held to be invalid or
unenforceable, such invalidity or un-enforceability shall not affect the validity or
enforceability of any other provision hereof.
17.
Legal Relationships. The parties to this Contract execute the same solely as
SELLERS and a BUYER. No partnership, joint venture or joint undertaking shall be
construed from these presents, and except as herein specifically provided, neither party
shall have the right to make any representation for, act on behalf of, or be liable for the
debts of the other. All terms, covenants and conditions to be observed and performed by
either of the parties hereto shall be joint and several if entered into by more than one
person on behalf of such party, and a default by any one or more of such persons shall be
deemed a default on the part of the party with whom said person or persons are
identified. No third party is intended to be benefited by this Contract.
18.
Assignment; Successors.
Buyer may not sell, transfer, assign, pledge or
encumber its interest in this Contract without the prior written consent of SELLERS. A
purported sale, transfer, assignment, pledge or encumbrance in violation of this
paragraph shall be null and void and of no force or effect. Subject to the restrictions
contained herein, the rights and obligations of the Sellers and Buyer shall inure to the
benefit of and be binding upon their respective estates, heirs, executors, administrators,
successors, successors-in-trust and assigns..
19.
Time. Time is of the essence of this Contract and whenever a date or time is set
forth in this Contract, the same has been entered into and formed a part of the
consideration for this Contract.
20.
Possession. Possession of the Real Property shall be granted to BUYER at the
Closing subject to the timber reservation.
21.
Cooperation. Each of the parties shall perform all such other acts and things and
execute such other and further documents as may be necessary to carry out the intent
and purposes of this Contract.
22.
Interpretation. Both parties have reviewed this Contract and each party has had
the opportunity to consult with independent counsel with respect to the terms hereof and
has done so to the extent that such party desired.
No stricter construction or
interpretation of the terms hereof shall be applied against either party as the drafter
hereof.
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Sullivan Forestry Consultants, Inc.
23.
Counterparts. This Contract may be executed in counterparts, each of which
shall be deemed to be an original instrument. All such counterparts together shall
constitute a fully executed Contract.
24.
Organization and Authority. SELLERS and BUYER represent and warrant to
the other that (i) each has the full right, power and authority to execute this Contract and
perform their respective obligations under this Contract, and (ii) the execution and
delivery of this Contract has been duly authorized, and no further action or approval is
required to cause this Contract to be valid, binding and enforceable against the
respective party in accordance with its terms.
25.
Survival.
The covenants, agreements, indemnities, representations and
warranties contained in this Contract shall survive the Closing and delivery and
recording of the general warranty deed or the termination for any reason of this
Contract.
26.
Complete Agreement. This Contract contains the entire agreement of the parties
and there are no representations, inducements or other provisions other than those
expressed in writing. All changes, additions, or deletions hereto must be in writing and
signed by all parties.
27.
Governing Law. This Contract shall be construed and enforced in accordance
with the laws of Georgia in which the Real Property is located.
IN WITNESS HEREOF, BUYER and SELLERS have signed this Contract and also
agree that the Date of this Contract shall be the date the SELLERS execute this Contract as
indicated below.
BUYER:
By:
Its:
Date of Execution:
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, 2013
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Sullivan Forestry Consultants, Inc.
SELLERS:
(LS)
Charles Brantley New, Jr.
Date of Execution:
, 2016
____________________________________ (LS)
Marion Elizabeth New Johnson
Date of Execution:
, 2016
____________________________________ (LS)
Mary Catherine New Thrasher
Date of Execution:
, 2016
____________________________________ (LS)
Julia Diane New Greene
Date of Execution:
, 2016
____________________________________ (LS)
Deborah New Fogarty
Date of Execution:
, 2016
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Sullivan Forestry Consultants, Inc.
Exhibit “A” to the CONTRACT OF SALE – LAND WITH TIMBER RESERVATION
REAL PROPERTY LEGAL DESCRIPTION
“ Legal Descriptions for each Tract will be inserted here”
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Sullivan Forestry Consultants, Inc.
Exhibit “A-6”
CONTRACT OF SALE – LAND AND TIMBER COMBINED
This Contract of Sale (“Contract”) is made and entered into by and between Charles
Brantley New, Jr., Marion Elizabeth New Johnson, Mary Catherine New Thrasher, Julia
Diane New Greene, and Deborah New Fogarty (hereinafter referred to as “SELLERS”), and
(“BUYER”).
1.
Conveyance. In consideration of the mutual covenants contained herein,
SELLERS agree to sell and convey and BUYER agrees to purchase and take title to,
upon the terms herein set forth, all that tract or parcel of real estate containing
approximately ____ acres, more or less, located in Laurens County, Georgia, and being
more particularly described in “Exhibit “A” to the CONTRACT OF SALE - LAND AND
TIMBER COMBINED” attached hereto and made a part hereof, together with all rights,
improvements, privileges and easements appertaining thereto (the “Real Property”).
2.
Purchase Price and Payment.
(a)
The total purchase price for the Real Property shall be sum of
Dollars ($
) (“Purchase Price”). BUYER has paid the sum of
Dollars ($
) as earnest money (“Earnest Money”) to be applied as part
payment of the Purchase Price at the Closing. The balance of the Purchase Price shall be paid by
attorney’s escrow check, cashier’s check or by Bank wire funds transfer (Fedwire System) at the
Closing as described in paragraph 5.
(b)
The Earnest Money shall be deposited with SULLIVAN REALTY
(“BROKER”), who will hold and disburse the Earnest Money in accordance with the terms and
provisions of this Contract.
(c)
This is a sale in gross and not a sale by the acre of land. There is no
warranty of acreage and there shall be no adjustment in the Purchase Price for any acreage
discrepancies.
3.
Disclaimer; Waiver.
(a)
Any documents, cruises, compilations, timber inventories, surveys, plans,
specifications, reports and studies made available to BUYER by SELLERS, BROKER, or their
agents or representatives (collectively the “SELLERS”) are provided as information only.
SELLERS have not made, do not make, and have not authorized anyone else to make any
representation as to: (i) the existence or non-existence of access to or from the Real Property or
any portion thereof; (ii) the number of acres in the Real Property; (iii) the volume, type,
condition or quality of timber on the Real Property or logging conditions or feasibility; (iv) the
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Sullivan Forestry Consultants, Inc.
location of the Real Property or any portion thereof within any floodplain, flood prone area,
watershed or the designation of any portion of the Real Property as “wetlands”; (v) the volume,
type, condition or quality of minerals on the Real Property; (vi) the availability of railroad, water,
sewer, electrical, gas or other utility services; (vii) the environmental conditions or requirements
of the Real Property; (viii) the stability of soils; (ix) the condition of any building structure or
improvements on the Real Property; or (x) the suitability of the Real Property for any purpose.
SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE ANY REPRESENTATIONS
OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO
THE CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION ANY WARRANTY
RELATING TO THE CONDITION OF THE REAL PROPERTY, ITS SUITABILITY FOR
BUYER'S PURPOSES OR THE STATUS OF THE PROPERTY'S MAINTENANCE OR
OPERATION. SELLERS DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES
THAT THE REAL PROPERTY MAY BE USED FOR ANY PURPOSE WHATSOEVER.
(b)
BUYER expressly acknowledges that: (i) SELLERS have not made any
representations or warranties whatsoever concerning the Real Property or any matters pertaining
to the Real Property; and (ii) in entering into this Contract, BUYER is not relying on any such
representations or warranties.
(c)
BUYER has examined and inspected or shall fully examine and inspect
the Real Property and become thoroughly familiar with the title, condition, status and suitability
of the Real Property. Unless BUYER terminates this Contract by reason of any right to do so
under this Contract, BUYER is willing to and BUYER shall purchase the Real Property and
SELLERS shall sell the Real Property “AS IS, WHERE IS, with all faults” at the Closing.
(d)
BUYER, for itself and its successors and assigns, hereby waives and
releases SELLERS from any and all contractual, statutory, common law, and/or other liabilities,
obligations, claims or causes of action, known or unknown, that BUYER or its successors and
assigns may be entitled to assert against SELLERS arising in whole or in part of, or relating or
connected in any way to, the condition of the Real Property including, but not limited to, any
such liabilities, obligations, claims or causes of action based in whole or in part upon any
applicable federal, state or local environmental law, rule or regulation or the environmental
condition of the Real Property.
4.
Closing. The consummation of the purchase and sale transaction contemplated
herein (the “Closing”) shall take place at a the office of Edward B Claxton, III located at
904-A Hillcrest Parkway, Dublin, Georgia, or at a mutually agreeable place on or before
5:00 p.m. (local time) June 23, 2016 (the “Closing Date”).
5.
Deed of Conveyance. At the Closing, SELLERS shall deliver a General
Warranty Deed conveying to BUYER title to the Real Property, containing the disclaimer
and release provisions contained in paragraph 3 and warranting title against the claims of
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Sullivan Forestry Consultants, Inc.
all persons claiming by, through or under SELLERS, but against none other; the
conveyance and the foregoing warranty being subject to the following (collectively, the
“Permitted Exceptions” to said warranty):
(a)
liens for taxes, assessments and other governmental charges which are not
yet due and payable as of the Closing;
(b)
all land use (including environmental and wetlands), building and zoning
laws, regulations, codes and ordinances affecting the Real Property;
(c)
all easements, rights-of-way, licenses and other such similar encumbrances
of record;
(d)
all existing public and private roads and streets and all railroad and utility
lines, pipelines, service lines and facilities;
(e)
all encroachments, overlaps, boundary line disputes, shortages in area,
parties in possession, cemeteries and burial grounds and other matters not of record which would
be disclosed by an accurate survey;
(f)
all conservation use covenants issued for reductions in ad valorem taxes in
favor of Laurens County, Georgia.
6.
Prorations and Expenses. All real estate ad valorem taxes for the calendar year
of closing shall be prorated as of the Closing Date. SELLERS shall pay for any Georgia
property transfer taxes and will prepare the Deed. BUYER shall pay all costs of
recording. BUYER shall pay when due (and indemnify and hold SELLERS harmless
from) all taxes, assessments and penalties (including any which may be attributable or
allocable to periods prior to the Closing) resulting from any change made or caused by
BUYER in the use or classification of the Real Property after the Closing.
7.
Title Search. BUYER shall bear the expense of searching title and the full cost
of any title insurance premiums including extended coverage or endorsements, if any.
BUYER shall have fifteen days (15) from the Date of this Contract in which to search
title to the Real Property and in which to furnish SELLERS with a written statement of
any title objections other than the Permitted Exceptions which materially adversely affect
the use or enjoyment of the Real Property. If BUYER fails to furnish such title objection
statement within said 15-day period, BUYER will be deemed to have waived any
objections to title to the Real Property. If SELLERS are unable or unwilling to cure the
objections, this Contract shall be null and void and any Earnest Money paid shall be
refunded to BUYER and, except as expressly provided to the contrary in this Contract,
SELLERS and BUYER shall have no further rights, duties, obligations or liabilities under
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"34
Sullivan Forestry Consultants, Inc.
this Contract, or BUYER may waive such defects and proceed to the Closing without a
reduction in the Purchase Price.
8.
Hunting Leases. There are no hunting leases on the property.
9.
Casualty Loss. If, prior to the Closing, the value of the Real Property is
materially impaired by fire, casualty, act of God or exercise of eminent domain powers,
BUYER shall have the right to terminate this Contract by giving written notice to
SELLERS in which case the Earnest Money shall be refunded to BUYER and, except as
expressly provided to the contrary in this Contract, SELLERS and BUYER shall have no
further rights, duties, obligations or liabilities under this Contract.
10.
Real Estate Commission. BUYER acknowledges that SELLERS are represented
by BROKER and confirms that adequate disclosure of such representation was provided
prior to the execution hereof. If and when the sale and conveyance of the Real Property
closes in accordance with the terms and provisions hereof, a real estate commission may
be due to BROKER, which amount shall be paid by SELLERS. SELLERS and BUYER
represent and warrant, each to the other, that, except as expressly set forth in this
paragraph, no other party is entitled, as a result of the actions of SELLERS or BUYER,
as the case may be, to a real estate commission or other fee resulting from the execution
of this Contract or the sale and conveyance herein contemplated, and SELLERS and
BUYER hereby indemnify and hold each other harmless from and against any and all
costs, damages or expenses (including reasonable attorney's fees) incurred or paid as a
result of any breach of the foregoing representation and warranty by the indemnifying
party.
11.
Default. In the event of default by SELLERS in its obligations hereunder,
SELLERS’ liability shall be limited to the return of the Earnest Money. In the event of
default by BUYER, BUYER agrees that BROKER shall deliver the Earnest Money to
SELLERS as liquidated damages as SELLERS’ sole remedy. BUYER and SELLERS
agree that the Earnest Money is a reasonable amount for liquidated damages sustained by
SELLERS upon default by BUYER because of the uncertainty in ascertaining actual
damages.
12.
Notices. Any notice required or permitted to be given hereunder shall be in
writing and shall be deemed properly given on a date personally delivered by messenger
service, overnight courier service or telecopy (facsimile) transmission, or three (3) days
after same is deposited with the United States Postal Service by registered or certified
mail, postage prepaid, return receipt requested, to the parties at the following address or
telecopy/facsimile numbers:
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Sullivan Forestry Consultants, Inc.
If to SELLERS:
Mr. Edward B. Claxton, III
P.O. Box 16459
Dublin, Georgia 31040
Fax: (478) 272-4225
With a copy to:
Sullivan Realty
P.O. Box 467
Americus, Georgia 31709
Attn: Blake Sullivan
Fax: (229) 255-2094
If to BUYER:
{Buyer's street address}
{Buyer's city, state, zip}
Attn: {Buyer's name or Contact person}
Phone: {Buyer's phone number}
Fax: {Buyer's fax number}
13.
Actions of SELLERS. SELLERS agree and covenants that upon and following
the execution of this Contract and until Closing of the purchase contemplated herein,
SELLERS shall not, without the prior written consent of BUYER, grant easements,
leases, rights-of-way or servitudes, or grant or convey any portion of the Real Property,
or in any way encumber the Real Property in a manner inconsistent with the rights and
interests to be acquired by BUYER.
14.
Attorneys’ Fees. If either party hereto is required to retain an attorney to enforce
any provision of this Contract, whether or not a legal proceeding is commenced, the
substantially prevailing party shall be entitled to reasonable attorneys’ fees regardless of
whether at trial, on appeal, in any bankruptcy proceeding, in an arbitration, or without
resort to suit.
15.
Invalidity. In the event any provision of this Contract is held to be invalid or
unenforceable, such invalidity or un-enforceability shall not affect the validity or
enforceability of any other provision hereof.
16.
Legal Relationships. The parties to this Contract execute the same solely as
SELLERS and a BUYER. No partnership, joint venture or joint undertaking shall be
construed from these presents, and except as herein specifically provided, neither party
shall have the right to make any representation for, act on behalf of, or be liable for the
debts of the other. All terms, covenants and conditions to be observed and performed by
either of the parties hereto shall be joint and several if entered into by more than one
person on behalf of such party, and a default by any one or more of such persons shall be
deemed a default on the part of the party with whom said person or persons are identified.
No third party is intended to be benefited by this Contract.
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Sullivan Forestry Consultants, Inc.
17.
Assignment; Successors.
Buyer may not sell, transfer, assign, pledge or
encumber its interest in this Contract without the prior written consent of SELLERS. A
purported sale, transfer, assignment, pledge or encumbrance in violation of this paragraph
shall be null and void and of no force or effect. Subject to the restrictions contained
herein, the rights and obligations of the Sellers and Buyer shall inure to the benefit of and
be binding upon their respective estates, heirs, executors, administrators, successors,
successors-in-trust and assigns.
18.
Time. Time is of the essence of this Contract and whenever a date or time is set
forth in this Contract, the same has been entered into and formed a part of the
consideration for this Contract.
19.
Possession. Possession of the Real Property shall be granted to BUYER at the
Closing.
20.
Cooperation. Each of the parties shall perform all such other acts and things and
execute such other and further documents as may be necessary to carry out the intent and
purposes of this Contract.
21.
Interpretation. Both parties have reviewed this Contract and each party has had
the opportunity to consult with independent counsel with respect to the terms hereof and
has done so to the extent that such party desired.
No stricter construction or
interpretation of the terms hereof shall be applied against either party as the drafter
hereof.
22.
Counterparts. This Contract may be executed in counterparts, each of which
shall be deemed to be an original instrument. All such counterparts together shall
constitute a fully executed Contract.
23.
Organization and Authority. SELLERS and BUYER represent and warrant to
the other that (i) each has the full right, power and authority to execute this Contract and
perform their respective obligations under this Contract, and (ii) the execution and
delivery of this Contract has been duly authorized, and no further action or approval is
required to cause this Contract to be valid, binding and enforceable against the respective
party in accordance with its terms.
24.
Survival.
The covenants, agreements, indemnities, representations and
warranties contained in this Contract shall survive the Closing and delivery and recording
of the general warranty deed or the termination for any reason of this Contract.
25.
Complete Agreement. This Contract contains the entire agreement of the parties
and there are no representations, inducements or other provisions other than those
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Sullivan Forestry Consultants, Inc.
expressed in writing. All changes, additions, or deletions hereto must be in writing and
signed by all parties.
26.
Governing Law. This Contract shall be construed and enforced in accordance
with the laws of Georgia in which the Real Property is located.
IN WITNESS HEREOF, BUYER and SELLERS have signed this Contract and also
agree that the Date of this Contract shall be the date the SELLERS execute this Contract as
indicated below.
BUYER:
By:
Its:
Date of Execution:
Sealed Bid Sale - New Tracts - Laurens County, GA
, 2013
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Sullivan Forestry Consultants, Inc.
SELLERS:
(LS)
Charles Brantley New, Jr.
Date of Execution:
, 2016
____________________________________ (LS)
Marion Elizabeth New Johnson
Date of Execution:
, 2016
____________________________________ (LS)
Mary Catherine New Thrasher
Date of Execution:
, 2016
____________________________________ (LS)
Julia Diane New Greene
Date of Execution:
, 2016
____________________________________ (LS)
Deborah New Fogarty
Date of Execution:
, 2016
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"39
Sullivan Forestry Consultants, Inc.
Exhibit “A” to the CONTRACT OF SALE – LAND AND TIMBER COMBINED
REAL PROPERTY LEGAL DESCRIPTION
“ Legal Descriptions for each Tract will be inserted here”
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