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HomeMy WebLinkAbout2005 S ERCD - Duke University Approval of Contract to Purchase Real Property ~- Prepared by: Geoffrey E. Gledhill Return to: Geoffrey E. Gledhill; Coleman, Gledhill, Hargrave & Peek; P.O. Drawer 1529, Hillsborough, NC 27278 STATE OF NORTH CAROLINA COUNTY OF ORANGE OFFER TO PURCHASE AND CONTRACT THIS OFFER TO PURCHASE AND CONTRACT ("Agreement"), made and entered into this the, day of ~N,'h~,,.2005 by and between DUKE UNIVERSITY, a North Carolina corporation, having an address of 402 Oregon Street, Durham, North Carolina 27705, hereafter called "Seller", and ORANGE COUNTY, NORTH CAROLINA, a body politic and corporate, a .political subdivision of the State of North Carolina, having an address of P.O. Box 8181, Hillsborough, North Carolina 27278, hereafter called "Buyer"; WITNESSETH: Buyer hereby offers to purchase and Seller, upon acceptance of said offer, agrees to sell and convey, all of that plot, piece or parcel of real property located in Orange County, North Carolina, which said real property is hereinafter referred to as "the Property" and is more particularly described as follows: The approximately 8 acres of land and any improvements thereon, which land is illustrated on the GIS map that is Exhibit A hereto. The Property is identified as a part of Orange County P.I.N. 9891-41-6408, Orange County tax map 7.16A..3A. 1 THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE AS FOLLOWS: 1. PURCHASE PRICE: The purchase price for the Property shall be SEVENTY TWO THOUSAND AND 00/100 DOLLARS ($72,000). The purchase price shall be paid by payment in cash at the closing. 2. TITLE: Title will be delivered to Buyer at closing by a Special Warranty Deed from Duke University, made to Orange County, North Carolina, which shall be fee simple marketable title, free of liens, encumbrances, easements, restrictions, rights and conditions, including, but not limited to, any promissory note, mortgage, deed of trust, real estate contract, right of first refusal, or option to buy, other than current property taxes and rights, reservations, covenants, easements, conditions, and restrictions of record as of the effective date of this Agreement that do not materially affect the value of the Property or unduly interfere with Buyer's intended use of the Property, which exceptions must be approved in writing by Buyer ("Permitted Exceptions"). The Property description in the deed shall conform to the survey of the Property to be prepared as prescribed in paragraph 4(a) of this Agreement. 3. REPRESENTATIONS. WARRANTIES AND COVENANTS OF SELLER: Seller makes the following representations and warranties to Buyer as of the effective date of this Agreement and again as of the Closing Date: (a) Title. At the Closing Date, Seller shall have good, marketable, and indefensible fee simple title to the Property subject only to the Permitted Exceptions, and Seller is aware of no other matters that adversely affect title to the Property. (b) Leases. There are no leases, licenses, or other agreements granting any person or persons the right to use or occupy the Property or any portion thereof except as described in paragraph 3(d) of this Agreement. 2 (c) tions. Seller has not granted any options nor is Seller committed nor obligated in any manner whatsoever to sell the Property or any portion thereof to any party other than Buyer. (d) Construction Liens. To the extent any improvements have been made or will be made to the Property prior to the Closing Date that might form the basis of mechanics' or materialmen's liens, Seller agrees to keep the Property free from such liens that might result and to indemnify, defend, and hold Buyer harmless from any and all such liens and all attorneys' fees and other costs incurred by reason thereof. (e) Environmental. (1) Seller has no knowledge of any underground storage tanks being located on the Property. Buyer agrees to perform a Phase I Environmental Assessment of the Property (hereafter "the Phase I"), at Buyer's expense. (2) Seller warrants and repr-esents to Buyer as follows: (i) Seller has no knowledge of, and no reason to believe (A) that-any industrial use has been made of the Property, (B) that, except for chemicals used in the farming of the Property, the Property has been used for the storage, treatment or disposal of chemicals or any wastes or materials that are classified by federal, State or local laws as hazardous or toxic substances, or (C) that any manufacturing, landfilling or chemical production has occurred on the Property. (ii) To the best of Seller's knowledge, the Property is in compliance with all federal, State and local environmental laws and regulations, including, but not limited to, the Comprehensive Environmental Response,.Compensation and Liability Act of 1980 ("CERCLA"), Public Law No. 96-510, 94 Stat. 2767, 42 USC 9601 et seq., and the Superfund 3 Amendments and Reauthorization Act of 1986 ("SARA"), Public Law No. 99-499, 100 Stat. 1613. (iii) Seller has fully disclosed to Buyer that, except for chemicals used in the farming of the Property, Seller has no knowledge of the existence, extent and nature of any hazardous materials, substances, wastes or other environmentally regulated substances (including without limitation, any materials containing asbestos), in or under the Property or use in connection therewith. (3) Seller's obligations under this Section shall survive the closing and continue in full effect notwithstanding receipt of the purchase price. (f) Representations/Warranties. All representations and warranties contained in this Agreement are true and correct as of the date of execution of this Agreement and will be true as of the Closing Date and shall survive closing and execution and delivery of the Deed and shall not be merged therein. 4. SETTLEMENT CHARGES: (a) Seller shall pay for the preparation of a deed, for the preparation and recording of all documents necessary to convey marketable fee simple title free of liens and encumbrances, and for the excise tax required by law. (b) Buyer shall pay for recording the deed. (c) Buyer shall pay for a survey of the Property and all other closing costs. CONDITIONS: (a) Seller agrees to allow Buyer access to the Property for the purpose of inspecting, surveying, testing and analyzing the Property at any time prior to the closing of the purchase of the Property. 4 (b) On request of Buyer, Seller agrees to exercise Seller's best efforts to deliver to Buyer, as soon as reasonably possible following the signing of this agreement, copies of any title information in possession of or available to Seller, including, but not limited to, title insurance policies, attorneys opinions on title, surveys, covenants, deeds, notes, and deeds of trust and easements relating to the Property. (c) Any and all deeds of trust, liens or other charges against the Property not assumed by Buyer must be paid and cancelled by Seller prior to or at closing. (d) A condition precedent to Buyer's obligation to close on the sale of the Property is that Buyer's Board of Commissioners formally approve the purchase of the Property by action in an open public meeting as provided bylaw. 6. MISCELLANEOUS PROVISIONS: (a) This Agreement embodies and constitutes the entire understanding between the parties with respect to the transaction contemplated herein and all prior agreements, understandings, representations and statements, oral or written, are merged into this Agreement. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment or discharge or termination is sought, and then only to the extent set forth in such instrument. (b) This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without, however, giving effect to any principle of conflicts of law. (c) The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof. 5 (d) Any provision herein contained which by its nature and effect is required to be observed, kept or performed after the Closing Date, shall survive the closing and remain binding upon and for the benefit of the parties hereto, their heirs, personal representatives, successors or assigns, until fully observed, kept or performed. (e) This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective beneficiaries, heirs, personal representatives, successors and permitted assigns. (f) As used in this Agreement, the masculine shall include the feminine and neuter, and vice versa; the singular shall include the plural and the plural shall include the singular, as the context may require. (g) Any provision contained in this agreement which by its nature and effect, if required to be observed, kept or performed after closing shall survive the closing and shall remain binding upon and for the benefit of the parties hereto until fully observed, kept or performed. 7. CLOSING: All parties agree to execute any and all documents and papers necessary in connection with the closing and transfer of title to the Property on or before July 31, 2005 in Hillsborough, North Carolina ("Closing Date") 8. POSSESSION: Possession of the Property shall be delivered at closing. 9. Buyer agrees to cooperate with the Seller if the Seller attempts to effectuate a 1031 tax free exchange on the sale of the Property. The Seller making use of the 1031 exchange shall pay any and all costs and expenses associated therewith including any incurred by Buyer in its cooperation. IN WITNESS WHEREOF, the Seller has hereunto set his hand and seal, the day and year written above, and Orange County has caused this instrument to be signed by the chair of 6 the Board of County Commissioners and attested by the Clerk to its Board of County Commissioners, all the day and year written above. By: BUYER: Trask e Vice President ORANGE COUNTY, NORTH CAROLINA By: Moses Carey, Jr., Chair Orange County Board of issioners ATTEST: Donn S. Baker, Clerk to the Board of Commissioners ~_ «~ 7 Acknowledgements NORTH CAROLINA DURHAM COUNTY I, (_~~~p_~ ~ . l~',nn~e.(~, a Notary Public of Durham County, North Carolina, certify that Tallman Trask personally appeared before me this day and acknowledged that he is Executive Vice President of Duke University, a corporation, and that by authority duly given and as the act of the corporation, the foregoing instrument was signed in its name by him as Executive Vice President. Witness my hand and official stamp or seal, this the ~1 -}day of ~ ~~ ~ , 2005. ~~~ ~ . ~ Notary Public My commission expires: 1a`~a`oCOD~P NORTH CAROLINA COUNTY OF ORANGE I, a Notary Public of the County and State aforesaid, certify that Donna S. Baker personally came before me this day and acknowledged that she is Clerk to the Board of Commissioners for Orange County, North Carolina and that by authority duly given and as the act of Orange County, North Carolina the foregoing instrument was signed in its name by the Chair of said Board of Commissioners and attested by her as Clerk to said Board of Commissioners. Witness my hand and official stamp or seal, this, the ~ day of , 2005. Not Public My commission expires: s