HomeMy WebLinkAbout2004 S ERCD - MARTHA ADAMS GALLI, and ANN A. ADAMS and JO OZART Purchase the Adams Tract/Grant of Conservation Easement From Carrboro to Orange County~i4'~
~~a3l~e ¢
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 04 by and between MARTHA ADAMS GALLI, and ANN
A. ADAMS and JO OZART, Co-Trustees of the Testamentary Trust created under The
Last Will and Testament of John Evi Adams, having an address of 2834 N.W. 31S` Terrace,
Gainesville, Florida 32605, 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";
1
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 27-28 acres, more or less, (not less than 27 acres) of the 30 acre, more or less,
tract of land identified as Orange County P.I.N 9779-80-1616 that has an Orange County
tax reference of TMBL 7.30..11, which 27-28 acres, more or less, excludes the residence
located on the 30 acre, more or less, tract and its curtilage. Amore particular description
of the Property will be attached to this Agreement and incorporated herein as Exhibit A
once the Survey of the Property that will be performed as prescribed in Paragraph 4(d) of
this Agreement is completed. Each party will sign and date the exhibit once attached in
order to acknowledge their consent thereto, and once signed and dated, Exhibit A shall
become an integral part of this Agreement to the same degree as if it had been attached
hereto and incorporated by reference on the date first above written.
THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE AS FOLLOWS:
1. PURCHASE PRICE: The purchase price for the Property shall be ONE
MILLION FIVE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($1,550,000) plus
any amount due Seller as the result of the calculation made in Paragraph 4(c) of this Agreement.
The purchase price shall be paid at the closing.
2. TITLE: Title will be delivered to Buyer at closing by a General Warranty Deed
from Martha Adams Galli and a Special Warranty Trustees Deed from Ann A. Adams and John
Mozart, Co-Trustees of the Testamentary Trust created under the will of John Evi Adams, 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
2
exceptions must be approved in writing by Buyer ("Permitted Exceptions"). Utility easements
that are necessary for the residential use of the residence located on the 30 acre, more or less,
tract from which the Property will be subdivided are hereby reserved on the Property, which
utility easements, if they do not already exist on the date of this Agreement, shall be established
on the plat of the Property at a location or locations mutually agreeable to the Seller and the
Buyer. The deeds conveying the Property shall be on a North Carolina Bar General Warranty and
Special Warranty Deed forms. The Property description in the deeds shall conform to the survey
of the Property to be performed as prescribed in Paragraph 4(d) 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 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 except as described in
this Agreement.
(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.
(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) Reports. All Reports, certificates, and other documents containing factual
information delivered by Seller, or 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.
(f) Environmental.
(1) Seller warrants and represents to Buyer as follows:
(i) Seller has no knowledge (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 seg., 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, 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 envirorunentally regulated substances (including
4
without limitation, any materials containing asbestos), in or under the Property or use in
connection therewith.
(iv) Except as otherwise provided herein, Buyer is relying solely on its
own investigation as to the Property and its value and is assuming the risk that adverse physical,
economic or other conditions (including, without limitation, adverse environmental conditions
and the status of compliance with the requirements of the Americans with Disabilities Act) may
not have been revealed by such investigation. Buyer agrees that the Property is to be sold to and
accepted by Buyer, at Closing, in the condition it is in "AS-IS," subject only to the
representations and warranties made by Seller elsewhere in this Agreement.
(2) Seller's obligations under this Paragraph 3(f) shall survive the closing for
2 years and continue in full effect notwithstanding receipt by Seller of the purchase price.
(g) 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 the Closing and execution and delivery of the Deed for 2
years and shall not be merged therein. Provided, however, the warranties contained in the Deeds
shall have a duration as provided by law.
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.
5
(c) Ad valorem taxes on the Property, if any, for the calendar year in which the
closing occurs shall be paid by Seller. Buyer's share of the pro-rated ad valorem taxes on the
Property that would be charged to Buyer at the Closing if Buyer were not a North Carolina local
government shall be added to the purchase price as provided in Paragraph 1 of this Agreement.
Seller shall pay any ad valorem property 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.
(d) Buyer shall cause the Property to be surveyed, shall cause a recordable plat of the
Property to be prepared, pay the cost of the survey and the plat of the Property and pay any other
closing costs not itemized in Paragraph 4 of this Agreement. The survey shall be approved by
both the Buyer and the Seller, which approvals shall not be unreasonably withheld.
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. Buyer agrees that in its inspecting, testing and analyzing of the Property it will not
damage the Property. Buyer agrees, to the extent permitted by law, to indemnify Seller for any
damage Buyer causes to the Property in conducting its inspections.
(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
(d) Seller acknowledges that it is the intent of Buyer to assign all of its rights and
interest in this Contract to the Town of Carrboro, North Carolina ("Carrboro") and that Carrboro
will be the grantee in the deed from Seller. Buyer will acquire from Carrboro a Conservation
Easement in the Property. Seller, by this agreement, consents to the assignment of this Contract
from Buyer to Carrboro.
(e) 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 by law.
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 maybe 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) From and after the Closing, Buyer hereby completely releases and forever
discharges Seller and Seller's trustees, beneficiaries, affiliates, employees, successors, assigns,
7
heirs, agents, and representatives (collectively, the "Released Parties") from and against all
claims, liabilities, demands, judgments, damages, losses and costs (collectively, "Claims")
arising from or related to the following: (i) any Hazardous Materials in, on, beneath, discharged
from, migrating from, discharged to or migrating to the Property, including the soil or
groundwater thereof, at any time; (ii) any use, handling, treatment, storage, transportation or
disposal of Hazardous Materials at or from the Property after the Closing; and (iii) any latent or
patent defect affecting the Property (collectively, the "Released Matters"), except to the extent
any of the foregoing would be deemed a breach of any representation, warranty or covenant of
Seller under this Agreement. In connection with such waiver and relinquishment, Buyer
acknowledges that it is aware that it hereafter may discover Claims or facts in addition to or
different from those which it now knows or believes to exist with respect to the Released
Matters, but that it is Buyer's intention to fully, finally and forever to settle and release all of the
Released Matters in accordance with the provisions of this Section, and the release set forth
herein shall be and remain in effect as a full and complete release notwithstanding the discovery
or existence of any such additional or different Claims or facts.
(e) 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, and to the extent otherwise stated in this
Agreement.
(f) 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
(g) 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.
(h) 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.
(i) Seller and Buyer acknowledge and represent that they have dealt with no broker
in connection with this sale and purchase. Each party agrees, to the extent permitted by law, to
indemnify and hold the other harmless from and against any and all claims, demands or the cost
and expense thereof, including reasonable attorneys' fees, arising out of any brokerage
commission fee or other compensation due or alleged to be due in connection with the sale and
purchase contemplated by this Agreement based upon an agreement to have been made or other
action alleged to have been taken by the indemnifying party.
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
September 30, 2004 in Orange County, North Carolina ("Closing Date").
8. POSSESSION: Possession of the Property shall be delivered at closing.
[Remainder of page is intentionally left blank. Signature page follows.]
,r
~' ~ .1 ft}( r ;~.. i - r_ h~.~ eft., r ~„
IN b'~`I'~NB4~s ~'~X~R~~'F, the ~e~lc~ h~ her'~at~,to yet l:i~ hind and seal, t~~e day ~~
year ~~ritten a~cve, arl~ ±'3ran~e Cauntyl:a= ;;at#sed tkt4~ inatrl.:s~~zlt to &~c :~igr-e~ ~y thQ chair of
t:~~ $ ,~r~ o~ ~'~e~nty Ct#mmissioner~ and attes±e~ try t~,e Cle.''~ to i:a baarcJ cf t"aurlty
~~LSII3IX.1"a"u1.~iSYd'$i >i~l.l the uay akta<d ;,~aar wri~4en 8~ic~e~e. o
~ ,~
___ c~cc-~'-"
IARTT i ~, A~~'~I~ t F.T,? .I by
~ S7]E~-~iis~~N~t.f~3~C7 A~, ~1ci~atl'~~
(~C. ~.C..~'-GL~2L~t-.~---
C:z~der the V!11! of'7~hr;. Fvi Ai~8.b23E~
J(3I-iN !ZC}ZA.RT, ~'~-Traastoe
CT~det~ ~e VJi~! ac Jc~11n Evi .mss
~i (.1Y'$T~.:
(~R.AI'J'i~E CC~L'I~TY, ~QR.T~ ~Ar'.QLNt~
~;~:
Barry Jacobs, Chair
Orate County Board of Ceznn-lssionexs
6 A~ 3. 1a1~ 1'•
t~ tY:e Bo:sr+d c~J` f:;Qme~ai~eiob vrs
s iazsr.~I.~xaYvr~t has ~aey~ ~xea>.#dx*e~ xt~ the .n~~nCr req~#ire~d by the T.~La: fir~vc~nrnt IIaz~igst
d ~isca! ~`rnatrc~l gct.
Jrarl~e Caaanty F`riazsce ~~cer ~.. - - ---~
IsB:orar.~~cu~~,y4.ldsma ro*a~act ~6•e 5.qa) ch:n.dce
'_ 0
• JUN, 28. 2004 10:58AM KENNON GRAVER ETA N0. 143 P. 22/22
IN WITNESS WI~REOF, the Se11er 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;
MARTHA ADAMS GALLI by
attorney-in-fact Ann A. Adams
ANN A. ADAMS, Co-Trusted
Und the Will of E i Adams
JO MOZART, Co-T
Unde the Will of Evi A
BUYER:
ORANGE
By:
Orange Cow Board of
ATT T:
Donna S, Baker, Clerk
to the Board of Commissioners
This instrument has been preaudited in the manner required by the Local Government Budgdt
and Fiscal Control Act.
Orange ounty Finance Officer
1sg;orengecounty~Adems coneact (6-25-04) olasn,doc
io