HomeMy WebLinkAbout2000 S ERCD - Little River Regional Park and Natural Area Exercise of Option to Purchase COP,(
STATE OF NORTH CAROLINA OFFER TO PURCHASE AND CONTRACT
COUNTY OF ORANGE
THIS OFFER TO PURCHASE AND CONTRACT ("Agreement"), made and
entered into this, the 3(sr day of M,, , 2000,by and between the COUNTY
OF ORANGE, NORTH CAROLINA, hose address is P. O. Box 8181, Hillsborough,
North Carolina 27278, hereinafter called "Buyer"; and TRIANGLE COMMUNITY
FOUNDATION, a North Carolina non-profit, with its address at 100 Park Offices, Suite
209, P. O. Box 12834, Research Triangle Park, North Carolina 27709, hereinafter called
"Seller".
WITNESSETH:
WHEREAS,Buyer desires to purchase and Seller desires to sell certain real property
located in Orange County, North Carolina, which said real property is more particularly
described as that portion of the 390.91 acre tract located entirely in Little River Township,
Orange County, North Carolina, described on Exhibit "A" attached hereto; and
WHEREAS, the parties desire to set forth their agreement with respect to said
purchase;
NOW,THEREFORE,in consideration ofthe mutual covenants herein contained and
other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:
1. AGREEMENT TO BUY AND SELL: Buyer agrees to purchase and Seller
agrees to sell and convey that plot, piece or parcel of land described as that portion of the
390.91 acre tract described on Exhibit "A" which is located entirely in Little River
Township, Orange County, North Carolina (hereinafter referred to as the "Property") in
accordance with the terms and conditions set forth herein.
1. RIGHT TO REDUCE ACREAGE PURCHASED:Buyer reserves the right
to reduce the total acreage purchased by approximately 26 acres. The 26 acres which may
be removed from the purchase will be essentially as shown on Exhibit"B" attached hereto
and will be more specifically described by survey performed at Buyer's cost and completed
on or before May 1, 2000. Buyer must notify Seller of its intent to reduce the acreage
purchased on or before 5:00 p.m. on May 31, 2000.
2. PURCHASE PRICE: The purchase price for the Property shall be Twenty-
Six Hundred and No/100s Dollars ($2,600.00) per acre and shall be paid at closing. The
exact acreage shall be determined by the afore-referenced survey of the Property. The
Option Money shall be applied to the purchase price at closing.
3. TITLE: Title will be delivered to Buyer at closing by a Special Warranty
Deed, and shall be fee simple marketable title, free of all encumbrances, except for ad
valorem taxes for the current year;utility easements and unviolated restrictive covenants that
do not materially affect the value of the Property; and such other encumbrances as may be
assumed or specifically approved by Buyer. If Seller is unable to deliver fee simple
marketable title to the Property, free of encumbrances, except for ad valorem taxes for the
current year; utility easements and unviolated restrictive covenants that do not materially
affect the value of the Property and such other encumbrances as may assumed or specifically
approved by Buyer,then the Option Money shall be refunded. Seller shall provide to Buyer,
not later than ten (10) days after the Acceptance Date, such title information, including
copies of any title policies,that Seller may have in its possession. Buyer acknowledges that
title to the property will be subject to an easement for ingress, regress and egress over and
across the Property from Guess Road to property of the Seller in Durham County and Buyer
has approved such easement.
4. REPRESENTATIONS.WARRANTIES AND COVENANTS OF SELLER:
Seller represents, warrants and covenants to Buyer as follows:
(a) Authority of Seller. Seller has the right, power and authority and has
obtained all requisite authorizations to enter into this Agreement and to sell the
Property in accordance with the terms and conditions hereof.
(b) Condemnation,Litigation. Seller has not received any written notice of any
(i) pending or threatened condemnation proceeding affecting the Property or
any portion thereof, nor is Seller aware of any matters which it reasonably
expects to develop or mature into a condemnation proceeding,or(ii)litigation
affecting the Property or any portion thereof that would affect Seller's ability
to convey the Property to Buyer without exception therefor being taken by the
Title Company. Seller will promptly give Buyer written notice of any
pending or threatened condemnation or litigation affecting the Property or any
portion thereof of which Seller receives written notice after the date hereof.
Seller has not received any notice of any existing action, suit or proceeding
affecting the Seller or the Property or any portion thereof or relating to, or
arising out of the ownership, use, occupancy or operation of the Property, in
any court or before any federal, state, county or municipal department,
commission, board, bureau or agency or other governmental instrumentality.
(c) Contravention of Other Agreements. To the best of Seller's knowledge,
the consummation of the transaction contemplated hereby by Seller will not:
(i) conflict with, result in a breach of or constitute a default under any
agreement or instrument to which Seller is a party or by which it or the
Property are bound; (ii)violate any restriction to which Seller or the Property
is subject; (iii) constitute a violation of any applicable code, resolution, law,
statute,regulation, order, ordinance,rule,judgment or decree; or(iv)result in,
the creation of any lien, charge or encumbrance upon any assets to be sold to
Buyer hereunder.
(d) Notice of Violations. Seller has not received any written notice of violation
of any building,zoning, fire or other code,regulation, law, statute,resolution,
rule, order, ordinance,judgment or decree affecting the Property or any part
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thereof requiring any action or compliance by Seller, except as have been, or
will by the Closing Date be fully complied with.
(e) No Misrepresentation. Seller shall not knowingly make any
misrepresentations to Buyer in connection with the condition of the Property
nor shall Seller conceal any material fact relevant to the condition of the
Property.
(f) True as of Closing Date. The representations and warranties contained in
subparagraphs(a)through(e)above shall be true and correct as of the Closing
Date.
7. SETTLEMENT CHARGES: Seller shall pay for the preparation of a deed
and for the revenue stamps required by law. Buyer shall pay for recording the deed and for
preparation and recording of all instruments required to secure the balance of the purchase
price. Buyer and Seller shall each pay its own legal fees related to the preparation of this
Agreement and all documents required to settle the transaction contemplated hereby.
8. NOTICES: Any notice required or permitted to be given under this
Agreement shall be in writing and shall be effective i)as of the date personally delivered, ii)
one business day after the date delivered to a nationally recognized overnight courier service,
delivery prepaid, or iii)at the time of being sent by facsimile if delivery thereof is confirmed
by sender's receipt of a transmission report,generated by sender's facsimile machine,which
confirms that the facsimile was successfully transmitted in its entirety and provided the
facsimile was forwarded prior to 5:00 p.m. Eastern Standard Time, and to the following
addresses or facsimile numbers:
(a) If to Seller:
Mr. Fred Stang
Triangle Community Foundation
100 Park Offices, Suite 209
P. O. Box 12834
Research Triangle Park, NC 27709
Fax: 919/990-9066
With a copy to:
Lisa Holland Powell, Esq.
King, Walker, Lambe & Powell, P.L.L.C.
3708 Mayfair Street, Suite 100
Durham, NC 27707
Fax: 919/493-2047
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(b) If to Buyer:
Mr. David Stancil
Orange County Environment and Resource Conservation Department
P. O. Box 8181
Hillsborough, NC 27278
Fax: 919/
or such other address as either party may from time to time specify in writing to the other.
9. CONDITIONS:
(a) The closing of this transaction is specifically conditioned upon payment of the
purchase price at closing in U.S. currency and in immediately realizable funds(bank check,
certified funds, or confirmed wire transfer).
(b) Property is sold "As Is".
(c) Buyer agrees to involve Seller in future publicity and public relations events to
the level desired by the Seller.
(d) Seller agrees to allow Buyer access to the Property for inspecting, planning,
design and fund raising purposes.
10. 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.
(d) Any provision herein contained which by its nature and effect is required to be
observed, kept or performed after the closing, 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.
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(e) This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective beneficiaries,heirs,personal representatives or 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) Neither the waiver by any of the parties hereto of a breach or a default under
any of the provisions of this Agreement, nor the failure of any of the parties on one or more
occasions, to enforce any of the provisions of this Agreement, or to exercise any right or
privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or
default of similar nature, or as a waiver of any such provisions, rights, or privileges
hereunder.
(h) This Agreement may not be assigned by Buyer without the prior written
consent of Seller.
(i) If any provision herein contained which by its nature and effect is required to be
observed,kept or performed after the closing,it shall survive the closing and remain binding
upon and for the benefit of the parties hereto until fully observed, kept or performed.
11. 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
October 31, 2000 in Durham, North Carolina ("Closing Date").
12. POSSESSION: Possession of the Property shall be delivered at closing.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, the
day and year first above written.
BUYER:
COUNTY OF ORANGE, NORTH CAROLINA
By:
JO H . LINK., JR., Ora 7ge o unty Manager
ATTEST:
z 64 94�A v
77777;
BEVERLY LYTHE, C4erk to the //
Board of Commissioners
�� �' �
TRIANGLE COMMUNITY FOUN ATION
By:
NORTH CAROLINA
ORANGE COUNTY
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 Orange County and that by authority duly given and as the act
of said County the foregoing instrument was signed in its name by John M. Link, Jr., the
County Manager, and attested by her as Clerk to said Board of Commissioners.
Witness my hand and official stamp or seal, this the 31 day of lY�, 2000.
otary Public
My commission expires: -- �- -•^- -•--
OFFICIAL SEAL
Notary PubUc•CO Caroll
ORANQE COUNTY
EVELYN M.CECIL
(SEAL) My Commission Explres�D
NOR CAROLINA
COUNTY
I, the undersigned, a Notary Public of the County and State aforesaid, certify that
'qv H14414 Y. 7ohiy personally came before me this day and acknowledged that he/she
is- Secretary of TRIANGLE COMMUNITY FOUNDATION, a North Carolina
corporation, and that by authority duly given and as the act of the corporation,the foregoing
instrument was signed in its name by its >,O President,sealed with its corporate seal and
attested by him/her as its Secretary.
Witness my hand and official stamp or seal, this day of1V , 2000.
Notary Public
My commission expires:
a
(SEAL j
Heh_3097
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BEGINNING at a point in the east side -or Guess Road and running
thence North 60* 281 43" East 209.89 fQn't to et point; thence North
06* 381 17* Fast 166.58 feet to a point; thence North 60" 361 ss"
East 1742.18 f"t to a point; thence North 646 131 08" East 2219.40
feet to a point; thence North 080 031 53" East 1793.25 feet to a
point; thQnco North 860 501 22" Wost 53,•94 teat to a point; thence
North 01' 241 42" East 2058.27 feet to a•point in the Centerline of
Littler River; thence along and with Little River the following
courses and distances: South 52* 361 07" East 244.97 feetj South
83"z=-251 OH" 'East 140.92 feet; North 55' 331 50m Fast 186.35 feet;
South 88* 201 22" East 166.56 feet; North 870 331 48" East 322.76
featj South 36* 001 58" East"'91.11 factl South 060 091 52" East
146.98 feet; South 03* 441 05" East 135.69 fact; South 11* 081 33"
East 265-60 feetj South 13* 501 11" Bast,135.37 feet; South 17* 301
09" East 179.29 feet; South 14" 101 28" East 181-15 feet; South 10'
311 53" East 247.54 feet; South 10* 001 44" Fast 241.75 feet; South
14* 581 28" East 101.94 feet; South 12* 101 32" West 361.58 foot;
South 17* 431 09" Met 57.86 feet; South 21' 101 57" East 178.90
feet; South 28* 371 20" East 231.23 feet; South 38* 511 42" East
204.80 feet; South 30' 351 260 Fast 122.'15 feet; South 59* 401 05"
East 141.53 feet; South 520 371 1511 East**274.95 feet; South 160 221
53" West 679.31 feet; South 63' 20' 08" West 384.72 feet; South 260
111 06" West 197.34 feet; South 06' 241 39" East 204.00 feet; South
66* 001 13'x' East 101. 07 feet; South 19': '12- 14- East 133.73 feet;
South 11* 151 20" East 246-50 feat; So%ith. 28* 001 37" East 352.98
feet; South 35* 451 40" East 140.10 feet; South 57* 441 22" East
116.80 feat to a point in the property line of North Fork Section
3 as shoiwm in Plat Book 113, Page 33; running thence along and with
said North Fork line South 39* 361 42" West 2892.69 feet to a
control corner in the property line of Wade L. Cavin, Deed Book
317, Page 434; thence along and with the Cavin line North 64* 001
52" West 865.45 feet to a point in the southern right of way of
Riverboat Road; thence crossing said Riverboat Road and with the
Little River Farms line North 64' 001 '52" West 919.53 feet to a
control corner in the property line of. DaLvid Lee, Dead Book 389,
Page 341 thence along and with the Lee line North 870 341 46" West
896.72 feet to a point in the prorrty line of Robert V. Back, Plat
Book 47, Page 17 ; thence North 05 331 41" Fast 310.06 feet; thence
North 890 151 5811 West 866. 79 feet; thence North 00' 451 19" East
200.00 foot to a. point; thence North Sjo 141 20" West 450.69 feet
to a point; thence South 13* 591 31" East 186.18 feet to a point;
thence North 89' 121 02" West 118.29 feet to a point in the cast
line of Guess Road; thence along and with the east line of Guess
Road North 38* 471 17" Wazt 311.57 feet to the point and place of
BEGINNING containing 390.91 acres, more -or less, according to that
unrecorded survoy. by Hamlett--Jennings & Assooia-tes dated October,
1996 entitled "Recombination Plat George, W. Newton" to which survey
reference is hereby made for a more particular description.
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