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HomeMy WebLinkAbout2005 S Purchasing - Norca Holdings for Waterstone Property~~. • <<.~ NORTH CAROLINA ORANGE COUNTY ~ ~~~ ~/~3--/.mss AMENDMENT TO CONTRACT FOR PURCHASE OF REAL PROPERTY THIS AMENDMENT TO CONTRACT FOR PURCHASE OF REAL PROPERTY (the "Amendment") is made and entered into this 15th day of February, 2005, by and between NORCA HOLDINGS, LLC, a Delaware limited liability company, and its permitted successors or assigns ("Seller"); and ORANGE COUNTY, a body politic and corporate, and its permitted successors and assigns ("Buyer"). STATEMENT OF PURPOSE Seller intends to purchase that certain tract of land located in Orange County, North Carolina, as described more particularly below. Subject to Seller's acquisition of the Property (as defined below), Buyer intends to acquire the Property (as defined below) from Seller upon the terms and conditions contained in this Contract. Contingent upon it acquiring the Property, Seller is willing to sell and convey the Property to the Buyer in accordance with the terms and conditions of this Contract. Seller and Buyer entered into a Contract for the Purchase of the Property dated June 29, 2004 (the "Contract"). Now, for the reasons set forth herein, Seller and Buyer wish to reinstate, adopt, ratify and confirm the terms of the Contract in accordance with the terms of this Amendment. Therefore, subject to the terms and conditions of this Amendment, and the unaltered terms of the Contract, and in consideration of the premises and the respective agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller and Buyer hereby agree as follows: AMENDMENT TO CONTRACT: 1. The terms of the Contract, as modified by this Amendment, are hereby reinstated, adopted, ratified and confirmed by the Parties 2. Paragraph 4 of the Contract is hereby deleted and the following substituted in its place: Closin>;. a. Seller's obligations under this Contract are expressly contingent upon Seller's acquisition of the Property from a third party on or before April 15, 2005. If Seller does not acquire the Property on or before April 15, 2005, for any reason whatsoever, this Contract shall automatically terminate and shall be null and void and of no further force or effect. Upon termination pursuant to this Paragraph, neither parry to this Contract will have any further obligations or remedies hereunder except that in the event of termination pursuant to this RTP 93901v2 .. 1 ~ ~ ~ ~ ` > Paragraph, Buyer shall have the right to the return of the Earnest Money as described in Paragraph 2(a) of the Contract. b. If the contingency stated in this Paragraph is met, the closing of the sale and purchase of the Property (the "Closing") shall take place no earlier than April 15, 2005, and no later than May_l, 2005 (the "Closing Date"). 3. Paragraph 6 of the Contract is hereby deleted and the following substituted in its place: Buyer's Inspection Period. a. For purposes of this Contract, the phrase "Buyer's Inspection Period" shall be defined as the period of time commencing on the date first above written and ending at 11:59 p.m. E.S.T. on April 15 , 2005. b. Subject to Seller's rights to enter the Property, Buyer, with Seller's reasonable cooperation, shall make all such inspections of the Property and the public record as it deems desirable within the Buyer's Inspection Period. Buyer agrees to indemnify and hold Seller (and the current owner of the Property as of the Effective Date) harmless from all liabilities, claims, damages, liens, costs and expenses (including reasonable attorneys' fees) that Seller may incur in connection with Buyer's inspection of the Property. Buyer is authorized to conduct customary environmental inspections; provided, however, no soil borings or other invasive tests may be conducted on the Property without the prior written consent of Seller. c. Within ten (10) days from the Effective Date, Seller shall provide Buyer with copies of all title information in Seller's possession or reasonably available to Seller including, but not limited to, title insurance policies, attorneys' opinions on title, copies of all documents relating to all title exceptions, surveys, site plans, deeds, deeds of trust, promissory notes, loan agreements relating to the Property, plans, drawings, studies, and zoning letters, certificates or other information. Nothing in this provision shall require the Seller to make any investigation of the Title for the Property other than to provide information to the Buyer that already is in its files on the date of this Contract. Specifically, this provision shall not impose any continuing obligation upon the Seller to supplement the information originally supplied to the Buyer pursuant to this paragraph. d. If, during the Buyer's Inspection Period, Buyer is not satisfied with any of the matters inspected or reviewed by it with respect to the Property, Buyer may elect in its sole and absolute discretion to terminate the Contract by giving written notice of such decision to Seller. Failure to provide notice prior to the end of the Buyer's Inspection Period shall be deemed a waiver of the Buyer's rights to such termination under this Contract. Time is of the essence with respect to this Paragraph 6(d). e. If Buyer elects to proceed with this transaction following the expiration of Buyer's Inspection Period, Buyer agrees and acknowledges that it is purchasing the Property in its "as-is, where is," with all faults and conditions thereon, except as may otherwise be expressly provided in this Contract. RTP 93901v2 ~~ 4+ ~ I• M • "1 L~ IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and sealed as of the date set forth below each signature. "SELLER" NORCA HOLDINGS, LLC, a Delaware limited liability company B ~' I ________" Y~ ~ Its: ~S'LNt~~ ~/~t~ PL~/D~WT- Date: 3 ~ Os~ "BUYER" ORANG OUNTY, a y politic and corporate By: Moses Carey, Jr. Its: Chair Board of Comm' sinners Date: February 17, 2005 This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act. L~' L ~~!~----_ Orange County Finance Officer RTP 93901v2