HomeMy WebLinkAbout2001 S Purchasing- Contract to Purchase Real Property (Malcolm and Matrena Hunter)RETURN THIS COPY TO THE CLERK'S —
OFFICE FOR THE PERMANENT AGENDA FILE
Prepared by: Geoffrey E. Gledhill /
Return to: Geoffrey E. Gledhill, 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 �T day of , 2001 by and between
MALCOLM RAY HUNTER and MATRENA FINN HUNTER, husband and wife,
having an address of 6100 Friendly Avenue, #1208, Greensboro,
North Carolina 27410 -4057, hereafter called "Seller ", and the
COUNTY OF ORANGE, 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 more particularly described
as follows:
The 43.81 -acre tract of land identified as
on the plat of property titled " I if
prepared by , R.L.S., which plat
is recorded at Plat Book , Page , Orange County
Registry. The Property is further identified as Orange
County P.I.N. 9860 -96 -5382 and has an Orange County tax
map reference of 7.23.C.1.
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THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE AS FOLLOWS:
1. PURCHASE PRICE: The purchase price for the Property
shall be ONE MILLION SIXTY THOUSAND FIVE HUNDRED AND 00/100
DOLLARS ($1,060,500). 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 the County of Orange, 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 ").
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
committed nor obligated themselves 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) Inspections and 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. Should the Phase I disclose that
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one or more underground storage tanks to be located on the
property, a condition precedent to Buyer's obligation to close on
the sale of the Property is that the following be done at
Seller's expense: (1) any underground storage tanks located on
the Property be removed, (2) all discharged fuel oil or other
contaminants be removed from the Property, (3) a copy of a
certificate demonstrating removal and clean -up be provided to
Orange County, c/o Pamela Jones, Director of Purchasing and
Central Services, 132 E. King Street, Hillsborough, North
Carolina,27278, as soon as the certificate is available and (4)
the original of the certificate be provided to Buyer at the
closing.
follows:
(2) Seller warrants and represents to Buyer as
(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 "),
Public Law No. 96 -510, 94 Stat. 2767, 42 USC 9601 et sea., and
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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, prior to
the date of closing, 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 by Buyer or Seller or any transferee or assignee of
Buyer or Seller.
(4) Should the Phase I disclose the existence on the
Property of any hazardous materials, substances, wastes or other
environmentally regulated substances (including without
limitation, any materials containing asbestos), a condition
precedent to Buyer's obligation to close on the sale of the
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Property is that the following be done at Seller's expense: (1)
any such material or substance located on the Property be
removed, (2) other found contaminants be removed from the
Property, (3) that a copy of a certificate demonstrating removal
and clean -up be provided to Orange County, c/o Pamela Jones,
Director of Purchasing and Central Services, 132 E. King Street,
Hillsborough, North Carolina 27278, as soon as the certificate is
available and (4) that the original of the certificate be
provided to Buyer at the closing.
(5) In the event that Buyer elects not to close on
this transaction, the Buyer shall give Seller a copy of the Phase
I Environmental Assessment Report at no cost to Seller.
(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.
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, shall be
prorated on a calendar year basis to the date of closing. Seller
shall pay any Orange County ad valorem taxes on personal property
of Seller for the entire year of the closing. Seller shall pay
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all deferred taxes and any tax penalties including late listing
penalties.
(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) If and when water and sewer utilities are extended to
the Property, Buyer agrees to grant at no charge to Seller (other
than survey and OWASA fees as hereinafter set forth) a non-
exclusive easement for the further extension of water and sewer
utilities across the Property, generally in the area where
indicated on the attached water and sewer easement area map, to
the lots that are owned by the Seller and located adjacent to the
Property and within the Morris Grove Heights Subdivision. Seller
agrees to obtain and pay for a survey of any water and sewer
easement across the Property required for the extension of such
water and sewer utilities. Buyer and Seller agree that the deed
transferring title shall make reference to Buyer's agreement to
convey the utility easements set forth herein. The location of
the water and sewer easement is subject to approval by Buyer. In
the event water and sewer is extended through the Property to
serve the lots that are owned by the Seller and located adjacent
to the Property and within the Morris Grove Heights Subdivision,
Seller will be responsible for the cost of the construction of
such extension of the water and sewer lines and for all OWASA
fees and charges for such extension. All plans and specifications
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r.
for the construction must be reviewed and approved by Buyer
before construction is commenced. Buyer and Seller agree to enter
into such further agreements as are reasonably necessary to
accomplish the water and sewer extensions contemplated by this
subsection. Buyer's agreement with respect to such extension of
water and sewer utilities shall survive closing and execution and
delivery of the deed and shall not be merged therein.
(b) 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.
(c) On request of Buyer, Seller agrees to exercise their
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.
(d) 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, are merged into
this Agreement. Neither this Agreement nor any provision hereof
may be waived, modified, amended, discharged or terminated except
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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 May 31, 2001 in
Hillsborough, North Carolina ( "Closing Date "). In the event that
the closing does not occur on May 31, 2001, then the Seller or
the Buyer, each in their sole discretion, shall have the right
together to extend the closing deadline or shall each have the
absolute unilateral right to terminate this contract, time being
of the essence.
8. POSSESSION: Possession of the Property shall be
delivered at closing.
IN WITNESS WHEREOF, the Seller has hereunto set their hands
and seals, 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:
Tf-d,LGl4�V'IP;-P. ZY (SEAL)
MATRENA FINN HUNT R
SEAL)
MALCOLM RAY HUN ER
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BUYER:
COUNTY OF RANGE RTH CAROLINA
By:
Stephen H. Halkiotis, Chair
Orange County Board of
Commissioners
ATT
Beverly A. Blythe, Clerk
to the Board of Commissioners
NORTH CAROLINA
¢% COUNTY
a Notary Public of County
and t aforesaid State, certify that S fiend
personally came before me this day and duly
sworn acknowledged that they executed the foregoing instrument
for the purposes contained within.
Witness my hand and official stamp or seal, this the
day of 200
Notary Public
My commission expires:
/D- /3 -"I")d�i
NORTH CAROLINA
COUNTY OF ORANGE
I, a Notary Public of the County and State aforesaid,
certify that Beverly A. Blythe personally came before me this day
and acknowledged that she is Clerk to the Board of Commissioners
for the County of Orange and that by authority duly given and as
the act of said County, 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 2 0 0/
otary Public
My commission expires:
;v -/� -aevc
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N a CAROLINA
COUNTY
Ha /
�✓ a Notary P 1' c o rci County
Kd
lcol&& t e or a' d t e, certify that Q t,J ,. and
personally came before me this day and duly
sworn ackn ledged that they executed the foregoing instrument
for the purposes contained within.
Wit ss my hand and fficial stamp or seal, this the
day of 200.
'
My ommissi n exp'res: Nota Pu c
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