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HomeMy WebLinkAbout2004 S ERCD - Hope Creek, Ltd. Purchase Real Property~,- 3 ., zoo ~ b' ~- 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 ~I day of ~2~, 2005 by and between HOPE CREEK, LIMITED, a C yn~, having an address of P.O. Drawer 71219, Durham, North Carolina 27722, 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 1.1-acre + tract of land identified as Parcel 3 on the plat of property titled "Public Open Space Dedication for Orange County and Hope Creek Subdivision," prepared by Benton W. Dewar and Associates, Professional Land Surveyors, which plat is recorded at Plat Book Page _, Orange County Registry. The Property is further identified as Orange County P.I.N. 0800-08-5035, Orange County tax map 7.16..26A. 1 THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE AS FOLLOWS: 1. PURCHASE PRICE: The purchase price for the Property shall be ONE THOUSAND SIX HUNDRED AND FIFTY AND 00/100 DOLLARS ($1,650) plus any amount due Seller as the result of the calculation made in Paragraph 4(c) below for ad valorem property taxes on the Property for the calendar year in which the Closing occurs. 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 General Warranty Deed 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, and those exceptions approved in writing by Buyer ("Permitted Exceptions"). 2 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 indefeasible 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. (c) Options. 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. (e) 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. (f) Reports. All Reports, certificates, and other documents containing factual information delivered by Seller, or 3 by Seller's agents in connection with this Agreement, are and shall be, to the best of Seller's knowledge, true and complete and shall not contain any untrue statement of material fact or omit to state any material fact, the disclosure of which is necessary to make the statements contained therein and in this Agreement, in light of the circumstances under which they are made, not misleading. (g) Environmental. (1) Buyer has received a copy of a Phase I Environmental Assessment of the Property dated December 13, 2002 ("the Phase I"). (2) Seller warrants and represents 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 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) 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"), 4 Public Law No. 96-510, 94 Stat. 2767, 42 USC 9601 et seq., and the Superfund Amendments and Reauthorization Act of 1986 ("SARA"), Public Law No. 99-499, 100 Stat. 1613. (iii) Seller has fully disclosed to Buyer that 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 shall indemnify and hold Buyer harmless from and against (i) any and all damages, penalties, fines, claims, liens, suits, liabilities, costs (including clean-up costs), judgments and expenses (including attorneys', consultants' or experts' fees and expenses) of every kind and nature suffered by or asserted against Buyer as a direct or indirect result of any warranty or representation made by Seller in subsection (f) herein being false or untrue in any material respect, or (ii) any requirement under any law, regulation or ordinance, local, State or federal, which requires the elimination or removal of any hazardous materials, substances, wastes or other environmentally regulated substances existing or placed on the Property at any time up to and including the Closing Date. 5 (4) Seller's obligations under this Section shall survive the closing and continue in full effect notwithstanding receipt of the purchase price. (h) 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) Ad valorem taxes on the Property, if any, for the calendar year in which the closing occurs shall be paid by Seller. The credit for pro-rated ad valorem taxes on the Property that would be due Seller if Buyer were not a North Carolina local government shall be added to the purchase price as provided in Section 1 of this Agreement. Seller shall pay any Orange County ad valorem taxes on personal property of Seller for the entire year of the closing. Seller shall pay all deferred taxes and any tax penalties including late listing penalties. 6 (d) Buyer shall pay for the entire cost of the survey of the Property and all other closing costs other than those associated with environmental cleanup, if necessary, as provided in paragraph 3 ( f) . 5. CONDITIONS: (a) Seller agrees to allow Buyer access to the Property for the purpose of inspecting, testing and analyzing the Property at any time prior to the closing of the purchase of the Property. (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. 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, 7 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. (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. 8 (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 February 28, 2005 in Hillsborough, North Carolina ("Closing Date"). 8. POSSESSION: Possession of the Property shall be delivered at closing. [The remainder of this page is intentionally left blank. Signature page follows.] 9 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 the Board of County Commissioners and attested by the Clerk to its Board of County Commissioners, all the day and year written above. SELLER: HOPE CREEK, LIMITED By: ,f. J n Marnel Vice President BUYER: ORANGE OUNTY, NORTH CAROLINA By: oses Carey, Jr., C r Orange County B rd of Commissioners ATTEST: f C/(!~~ Donn S. Bake Clerk to the Board of Commissioners 10 NORTH CAROLINA Ul~.~i~ COUNTY I, C~~'~.~G /~/~o~H a Notary Public of u ~a County and the aforesaid State, certify that ~t~n~ ~'!?~rnr/I personally appeared before me this day and acknowledged the due execution of the foregoing instrument. Witness my hand and official stamp or seal, this the 1~ day o f y-ccr, 2 0 0 5 . a~ ~e~ ~~ ~•`~.ZJ••• ••••~.• FF tary Public My commission expires: ~1 _ o ~:AVB1.~G : v ' G .: ' ~'• ~ ~ NORTH CAROLINA ,~~~',py'9M•COVN~y.`,,, 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 . -~ ~ d~~ otary Public My commission expires: lsg:orangecounty\HOpe Creek contract rev 21105.doc 11 _- ~~ ~ .~ - '~ ~ !Illllllillilllllllllllllllllll!lilllidlllllllllll L r , I 200503'I1000086380 DEED Bk:R63693 Pg:318 03'1112005 04:12:50PM 113 FILED Joyce H. Pearson Register o/` Deeds Orange COUhJTY:fJC BY: Deputy ~rMl.°~~~~~~~~~f~~K?'"-~ i;range County NC 0311'I2005 State of PJorth Carolina Real Estate Excise Tax Excise Tax: $4 00 GENERAL WARRANTY DEED Prepared by: D. MICHAEL PARKER Return to: Grantee: P.O. Box 8181, Hillsborough, NC 27278 Revenue Stamps = $4.00 NORTH CAROLINA ORANGE COUNTY THIS GENERAL WARRANTY DEED, made and entered into this the J;~iday of March, 2005, by and between, HOPE CREEK LTD ( A NORTH CAROLINA CORPORATION), Party of the First Part, hereinafter referred to as "GRANTOR", and ORANGE COUNTY, a body politic, organized and existing pursuant to the laws of the State of North Carolina, P.O. Box 8181, Hillsborough, NC 27278, Party of the Second Part, hereinafter referred to as "GRANTEE", W i. T N E S S E T H That the said Grantor, for and in consideration of the sum of TEN DOLLARS ($10.00) to them in hand paid and other good and valuable considerations, the receipt of which is hereby acknowledged, have and by these presents do grant, bargain, sell and convey unto the Grantee in fee simple all that certain tract or parcel of land located in Chapel Hill Township, Orange County, North Carolina and being more particularly described as follows: PIN #0800-08-5035 TM 7.16..26A Lying and being in Chapel Hill Township, Orange County, North Carolina and being more particularly described as follows: BEGINNING at an iron stake set on the line between Orange County and Durham County at the point where the center of Hope Creek intersects the County line; running thence with the Orange County and Durham County line North 08° Ol' 31" East 784.78 feet to an 2005031?000086380 DEED 8k:R63693 Pg:319 0311?12005 04 12:SOPf1 213 iron stake; running thence North 81° 58' 41" West 34.69 feet to an iron stake set in the center of Hope Creek; running thence with the center of Hope Creek the following courses and distances: South 19° 58' 41" West 153.64 feet; South 14° 29' 25" West 97.19 feet; South 05° 18' 00" West 96.35 feet; South 09° 16' 32" West 138.77 feet; South 04° 23' 32" East 79.75 feet; South 06° 44' 32" West 48.80 feet; South 27° 51' 38" West 46.05 feet; South 15° 12' 32" East 99.53 feet and South 31° 20' 19" East 53.64 feet and being that parcel shown as Parcel 3 containing 1.17 acres according to plat of survey entitled "PUBLIC OPEN SPACE DEDICATION FOR: ORANGE COUNTY AND HOPE CREEK SUBDIVISION" dated June 11, 2003 by Benton W. Dewar & Associates, P.L.S. TO HAVE AND TO HOLD the aforesaid tract or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple. And the Grantor covenant with the Grantee that the Grantor are seized of the premises in fee simple, have the right to convey the same in fee simple, that title is marketable and free and clear of all encumbrances, and that the Grantor will warrant and defend the title against the lawful claims of all persons whomsoever except for the exceptions, if any, set forth above. IN WITNESS WHEREOF, the Grantor have hereunto set their hands and seals, the day and year first above written. ,`, 0{11111 If iI/I', Q~' ' ~ ~.~~ ,': HOPE CREEK LTD _ ;' NpTAR~.~'; = (A NORTH CAROLINA CORPORATION) ~ ~., pV B 1.~G : ci i '7 ~': / (SEAL) ,,,'yy~~ COUN~o;~``` JO MARNE L PRESIDENT /~~'I~rlu lll/+~~~ STATE OF NORTH CAROLINA COUNTY OF (~~~~,(11~ r I, ~e~2!!,~ J ~ !'~~ Notary Public of the aforesaid County and Stat do hereby certify that JOHN MARNELL, PRESIDENT OF HOPE CREEK LTD (A NORTH CAROLINA CORPORATION, with authority duly given and as the act of such entity, he appeared before me this day and acknowledged the due execution of the foregoing instrument in its name on behalf as it acr and deed. Wit ess my hand and 2005. My commission expires:y~a~/~~ ~~~day o f re\ocl5.gwd i ~ _' r ~ ~~e'/ ~O/ ~'o\ \~h of ~, ®~\ 'If! ~~fi~' ~a~/ Joyce H. Pearson Register of Deeds Orange County North Carolina 20050311090086380 CEEC Q Bk; RB3693 Pg ; 320 /2005 04. 12:59FM 3~3 State of North Carolina, County of Orange The foregoing certificate(s) of PENNY S. FLAKE, NOTARY PUBLIC for the Designated Governmental units is/are certified to be correct. See filing certificate herein. This day March 11, 2005. Joyce H. Pearson, Register of Deeds n BY: (Y Deputy / ssi~startt~iegister of eds Yellow probate sheet is a vital part of your recorded document. Please retain with original document and submit for recording.