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HomeMy WebLinkAbout2005 S Purchasing - Amend #3 to Purchase Agreement for Orange Co Campus of Durham Tech Community College~- NORTH CAROLINA ~~ AMENDMENT TO CONTRACT FOR PURCHASE OF REAL PROPERTY ORANGE COUNTY THIS AMENDMENT TO CONTRACT FOR PURCHASE OF REAL PROPERTY (the "Amendment") is made and entered into this ~ day of -4~~ ~, 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 and Buyer entered into a contract for the purchase of the Property dated June 29, 2004 (the "Contract"), an amendment to the Contract also dated June 29, 2004 (the "First Amendment") and an amendment to the Contract dated February 17, 2005 (the "Second Amendment"). Now, for the reasons set forth herein, Seller and Buyer wish to restate, adopt, ratify and confirm the terms of the Contract, the .First Amendment and the Second Amendment subject to the terms of this third amendment to the Contract (the "Third Amendment"). Therefore, subject to the terms and conditions of this Third Amendment, and the terms of the Contract as amended by the First Amendment and the Second Amendment, 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: THIRD AMENDMENT TO CONTRACT: 1. The first two sentences of Paragraph 2 of the Contract are hereby deleted and the following substituted in their place: "The purchase price ("Purchase Price") to be paid by Buyer for the Property shall be One Million Two Hundred Fifty Thousand and No/100ths Dollars ($1,250,000.00). The balance of the Purchase Price due under this Contract shall be paid by wire transfer at Closing, subject to prior adjustments and prorations as provided in this Contract. The Balance of the Purchase Price due under this Contract shall be paid by wire transfer at Closing, subject to the terms of this Contract." 2. Paragraph 2(a) of the Contract is amended to delete Womble Carlyle Sandridge & Rice, PLLC as Escrow Agent and substitute Kennedy Covington Lobdell & Hickman, L.L.P in its place. 3. Paragraph 7.b. of the Contract is hereby deleted and the following substituted in its place: "Temporary Construction Access. On or before March 1, 2006, Seller shall provide temporary construction access from Old NC 86 to the boundary of the Property which is suitable for any typical construction vehicle." 4. The first sentence of Paragraph 7.c. of the Contract is hereby deleted and the following substituted in its place: "Seller shall deliver to the Property on or before August 1, 2006, public utilities, including water and sewer and electricity extended to the boundary of the Property in a 13076.03 LIB: RTP manner sufficient to allow Buyer to make all necessary connection to said public utilities for the benefit of the Property." 5. Paragraph 9 of the Contract is hereby deleted and the following substituted in its place: "9. Settlement Adjustments. Unless otherwise specified in this Contract, all income, expenses and costs related to the Property shall be prorated as of the date on which the Closing actually occurs (the "Effective Closing Date"). a. Seller shall pay at the Closing all ad valorem property taxes on the Property including the prepaying of all ad valorem property taxes on the Property for the calendar year in which the Closing occurs. In the event either the tax assessment or tax rate for the year in which the Closing occurs has not been established as of the Effective Closing Date, the ad valorem property taxes to be prepaid at Closing shall be determined on the basis of the then current tax assessment and tax rate, and shall be adjusted between the parties as needed after closing within two (2) weeks after the date on which the correct tax assessment and/or tax rate for the year in which the closing occurs is established. b. To the extent that the amount of any of the items above shall not be available for exact proration as of the Effective Closing Date, Seller or its representative and Buyer or its representative shall meet as soon after the Closing as possible and compute and settle and adjust or readjust the closing prorations between the parties so that they accurately reflect the obligations of each pursuant to this Contract as of the Effective Closing Date." 6. Except as amended herein, the terms and conditions of the Contract, as amended by the First Amendment and the Second Amendment, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date set forth below each signature. "SELLER" NORCA HOLDINGS, LLC, a Delaware limited liability company B ~:~ ~~~ Y- Its: S2 Vick ~Q~s~t~wT "BUYER" ORANGE COUNTY, a b~ politic and corporate By: 2 13076.03 LIB: RTP Moses Carey, Jr. Chair, Board of Commissioners Date: 7'~2~zD0,S~ This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act. ~~~~~ G' - Orange County Finance Officer 13076.03 LIB: RTP