HomeMy WebLinkAbout2001 S Purchasing - Homer David Blackwood, Mary Alice Blackwood Offer to Purchase and Contract 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 _ day of , 2001 by and between David Blackwood, Trustee under the
Will of Robert Gary Blackwood, David Blackwood, Trustee under the Will of John Herbert
Blackwood, and David Blackwood, Trustee under the Will of Homer David Blackwood, Mary
Alice Blackwood, a single person and Nannie Moore Blackwood, a single person, having an
address of 121 Braelands Drive, Cary, North Carolina 27511, 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 151.22-acre tract of land identified as TRACT No. 1 and the .44 acre
tract of land identified as TRACT No. 2 on the plat of property titled "Final Plat
Boundary Survey for Herbert N. Blackwood Heirs," prepared by J. David
Thompson,Professional 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. 9872-55-7302, Orange County tax map 7.9..2 and PIN 9872-63-3300,
Orange County tax map 7.
THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE AS FOLLOWS:
1. PURCHASE PRICE: The purchase price for the Property shall be TWO MILLION
SIXTY FOUR THOUSAND AND 00/100 DOLLARS ($2,064,000) plus any amount due Seller
as the result of the calculation made in Section 4(c) of this Agreement. 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
from Mary Alice Blackwood and Nannie Moore Blackwood and a Trustee's Deed from David
Blackwood, trustee under the wills of Robert Gary Blackwood, John Herbert Blackwood and
Homer David Blackwood, 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").
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER:
Seller snakes 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.
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(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.
(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) Growing Crops. Seller has leased, at no charge, approximately forty (40) acres of
the Property to Robert Strayhorn for the growing of a crop that is likely to be harvested after the
closing. Mr. Strayhorn is authorized by this Agreement to harvest the crop now planted on the
Property at the time when the crop is ready for harvest.
(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 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.
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(g) Environmental.
(1) Buyer has performed a Phase I Environmental Assessment of the Property
at Buyer's expense ("the Phase I"). Buyer agrees that it will repair any damage done to the
Property by the Phase I and it agrees to pay Seller the amount of any damage to the Property
caused by the Phase I testing in the event, for any reason, Buyer does not purchase the Property
from Seller as contemplated in this Agreement.
(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, 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 environmentally regulated substances (including
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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 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.
(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
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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,
(d) Seller shall procure the survey of the Property. Buyer shall pay Seller at closing
for the cost of the survey of the Property and any other closing costs not itemized in paragraph 4.
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.
(d) Seller will have three (3) months following closing to vacate possession of the
farmhouse located on the Property. The time allotted to Seller to vacate possession of the
farmhouse may be extended by agreement of the Seller and the Buyer. Seller will have three (3)
months following closing to remove personal property from the Property. Any personal property
that is not removed by Seller within three (3) months following closing will be considered
abandoned property and may be retained or disposed of by Buyer in its sole discretion. All
structures located on the Property are real property. Seller agrees to move personal property
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located on the Property as necessary to enable Buyer to complete site evaluation, soil evaluation
and any other engineering or site preparation deemed reasonably necessary by Buyer.
(e) Buyer agrees that this Purchase and Contract is for the Property only, including
any structures located on the Property and is not for the purchase of personal property which is
located on the Property such as tools, equipment, supplies, and other furnishings located in or
around the structures or otherwise on the Property. Buyer understands that the Seller may at
some future date offer to sell or donate some of the personal property to the Buyer as part of a
separate transaction.
(f) Buyer agrees to erect a commemorative marker on the property at or near the
farmhouse located on the property which, in an appropriate and dignified manner, will
acknowledge that the property was owned by the Blackwood family and the history of the
Blackwood family on the property. The Board of County Commissioners of Buyer will also
publicly announce the intent of Buyer to use the property for a public park and open space
purposes.
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.
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(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.
(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.
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
December 31, 2001 in Hillsborough,North Carolina("Closing Date").
8. POSSESSION: Possession of the Property shall be delivered at closing, subject
to Seller's right of possession for a period of three (3) months after the Closing Date as provided
in paragraph 5(d) and subject to the agricultural tenancy as provided in paragraph 3(d).
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9'. Buyer agrees to cooperate with one or more of the Sellers who are attempting to
effectuate a 1031 tax free exchange on the sale of the Property. Any 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
the Board of County Commissioners and attested by the Clerk to its Board of County
Commissioners, all the day and year written above.
SELLER:
-Dd-"rQ
DAVID BLACKWOOD, Trustee
Under the Will of Robert
Gary Blackwood
31x-v r E
DAVID BLACKWOOD, trustee
Under the Will of John
Herbert Blackwood
DAVID BLACKWOOD, Trustee
Under the Will of Homer
David Blackwood
'M a J 0"
fe I ._q I
Mary Alice Blackwood,
a single person
Nannie Mime Blackwood,
a single person
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BUYER:
ORANGE COUNTY, NORTH CAROLINA
By:
Barry Jacobs r
Orange Co t Boar o
Commissio
;TT
8r�
Beverly A. he, Clerk ice; ��
to the Board of Commissioners
a i 52
NORTH CAROLINA '
COUNTY OF ORANGE
I, a Notary Public of the County and State aforesaid, certify that Beverly A. Blythe
personally carne 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 Z0thday of "'diem be e, 2001•
tary Pu
M commission expires:
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ON RTH CAROLINA
OUNTY
I, LJaSe�O��n� �• llACkeM , a Notary Public for said County and State,
do hereby certify that David Blackwood, Trustee under the Will of Robert Gary Blackwood
personally appeared before me this day and acknowledged the due execution of the foregoing
instrument.
Witness my hand and official stamp 1, this the /4 day S�00
Notary Public
My co issi n expires:
s as• DState,RTH CAROLINA OUNTY a Notary Public for sai do
hereby certify thdt David 1B ac�kwood, Trustee under the Will of John Herbert Blackwood
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 l4�? day , 20O
Public
My com niss'on expires:
NOTARY
#OTARY
N �THCAROLINA PuBvC, '*
OUNTY p1lBL�
I, �jse,p� n er IAC Notary Public for said Co State,
do hereby certify that David Blackwood, Trustee under the Will of Homer David Blackwood
personally appeared before me this day and acknowledged the due execution of the foregoing
instrument. I '
Witness my hand and official stamp or seal, this the/O day !1!4100 .
Notary Public
My coml ion xpires:
NOTARY
11 BLit
LRTI H CAROLINA
OUN
I, ��n e // I• C-rCeZt, a Notary Public for said County and State, do
hereby certify that Mary A. Blackwood personally appeared before me this day and
acknowledged the due execution of the foregoing instrument.
,ems
Witness my hand and official stamp or seal, this the/S. day 6Q29 , 00 1.
Notary Public
My co issio expires. M k
s
NOIARY
N DRTH CAROLINA puB oG
OUNTY
• �� a Notary Public for said County and State, do
hereby certify that Nannie Moore Blackwood 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/Y�
Y
Notary Public
My co 'ssio expires:
tj
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