Loading...
HomeMy WebLinkAbout1999 NS Approval of Option Contract for Land Purchase 2 LAW OFFICES COLEMAN, GLEDHILL & HARGRAVE A PROFESSIONAL CORPORATION 129 E.TRYON STREET P.O.DRAWER 1529 Hn.LSBOROLJOH,NORTH CAROLINA 27278 919-732.2196 FROM THE DESK OF FAX 919.732-7997 GEOFFREY E.GLEDHILL June 22 , 1999 Alice M. Gordon, Chair Margaret W. Brown Moses Carey, Jr. Stephen Halkiotis Barry Jacobs Orange County Board of Commissioners Post Office Box 8181 Hillsborough, North Carolina 27278 RE: Option to Purchase Contract - Duke University Property on US Highway 70 West of Hillsborough Dear Board Members: Enclosed is a copy of an Option to Purchase Agreement, the terms of which have been approved by Duke University. The material terms of this contract include: 1 . The purchase price of the Option Agreement is $100 . If the County exercises the option, the option purchase price will be applied to the land purchase price. 2 . The purchase price for the approximately 62 . 6 acres of land is $280, 000 . 3 . The County will be required to exercise the option to purchase the later of 20 days after its receipt of notification from the Clean Water Management Trust Fund concerning its application for funds to purchase this property or 20 days after its receipt of the results of the Eno River Association Upper Eno Watershed Study. At the latest, the County must exercise the option no later than January 15, 2000 . 4. The County will have a choice as to how to pay for the property. It can do so by payment in full and in cash at the closing. It can also purchase the property by paying the purchase price in installments as follows: payment of the greater of $50, 000 or the amount of a Clean Water Management Trust Fund grant at closing and payment thereafter of the balance of the purchase price in two equal annual installments . If the purchase is done by installment, the interest on the unpaid principal will be 5% . 3 Orange County Board of Commissioners Page 2 June 22, 1999 5 . Duke University has received a back-up offer on this property in the amount of $280, 000 which back-up offer is contingent on the zoning of the property being changed from PI to AR. Very truly yours, COLE GLEDHILL & HARGRAVE, P.C. eoffre E Gledhill GEG/lsg Enclosure xc: Pam Jones John M. Link, Jr. David Stancil mydocuments/bdofcomdukeprop#21tr. 4 Prepared by: Geoffrey E. Gledhill Return to: Geoffrey E. Gledhill, P.O. Drawer 1529, Hillsborough, NC 27278 NORTH CAROLINA ORANGE COUNTY OPTION TO PURCHASE AGREEMENT THIS OPTION TO PURCHASE AGREEMENT, made and entered into this the — day of May, 1999 by and between DUKE UNIVERSITY, a North Carolina corporation, hereafter "Duke University, " and ORANGE COUNTY, NORTH CAROLINA, a body politic and corporate, a political subdivision of the State of North Carolina, hereafter "Orange County"; WITNESSETH: Duke University, for a valuable consideration, the receipt of which is hereby acknowledged, does hereby grant, bargain, sell and convey unto Orange County the option to purchase the property hereinafter referred to as "the Property' and upon the terms and conditions hereinafter set forth. The Property is described as follows: The 62 . 652 acre tract of land identified as Parcel Number 1 on the plat of property titled "Property of Duke University, ' prepared by James R. Hudson, R.L. S. , which plat is recorded at Plat Book 43, Page 83, orange County Registry. The Property is further identified as Orange County P. I.N. 9855-50-8167 and has an Orange County tax map reference of 3 .41-14. THE TERMS AND CONDITIONS OF THIS OPTION ARE AS FOLLOWS: 1. The purchase price for this option is ONE HUNDRED AND 00/100 DOLLARS ($100 . 00) . Duke University acknowledges receipt of the purchase price for this option. Any payment made for the purchase of this option and the payment for extensions hereto, if 1 1 ti 5 any, shall be applied to the purchase price as set forth in paragraph 3 below. 2 . Orange County will make application to the Clean Water Management Trust Fund (CWMTF) for funds to purchase the Property. Orange County should know whether it will receive a grant from CWMTF on or before December 31, 1999 . The Eno River Association is conducting a water quality study of the Upper Eno Watershed which study may affect the short term and long term use of the Property. Orange County expects that study to be completed and it to receive the results of that study on or before December 31, 1999 . Orange County has until the latter of twenty (20) days after its receipt of notification by CWMTF of the results of its application for grant funds or twenty (20) days after its receipt of the results of the Upper Eno Watershed study, but in no event no later than January 15, 2000, in which to exercise the option to purchase contained in this agreement. The option to purchase may be exercised by a Notice to that effect either hand-delivered to Jeffrey H. Potter, the Duke University representative in this transaction, or mailed by certified mail to Duke University, addressed to Jeffrey H. Potter, Director of Real Estate Administration, Duke University, 402 Oregon Street, Durham, NC 27705 . Delivery by mail shall be accomplished on the date the Notice is mailed. In the event that Orange County fails to exercise the option, then and in that event, this option shall be null and void and of no effect; provided, however, this option may be extended by amendment if the amendment is signed by Duke University. 2 6 3 . The purchase price for the property is TWO HUNDRED EIGHTY THOUSAND AND 00/100 DOLLARS ($280, 000 . 00) . The purchase price shall be paid, at the option of Orange County, by - (l) payment in full and in cash at the closing or (2) payment in cash at the closing of the greater of $50, 000. 00 or the CWMTF grant amount and the execution of a promissory note secured by a first lien deed of trust on the Property which promissory note will provide for the payment of the balance of the purchase price in two equal annual installments . If an installment purchase is elected by Orange County, the first installment of principal and interest will be due on the first anniversary of the closing. The second and final installment of principal and interest will be due on the second anniversary of the closing. Installment payments shall include interest on the unpaid balance at the rate of 5% per annum. Neither the promissory note nor the deed of trust will prohibit or provide a penalty for prepayment of any amount of the unpaid principal balance. The Property will be conveyed at the closing by special warranty deed from Duke University to Orange County. Any and all payments made for the purchase of this option and any extensions hereto shall be applied to the purchase price. 4. Duke University has made application to Orange County for a change in the Orange County Land Use Element designation of the Property from public interest to a Land Use Element designation permitting the use of the Property for one or more single-family residences. Orange County has not acted on that Land Use Element change application. It is not anticipated that 3 ► 7 Orange County will act on that Land Use Element application until some reasonable time after it receives the results of the Upper Eno Watershed study referred to in paragraph 2 of this agreement . This option agreement is not a withdrawal by Duke University of its application for a change in the Land Use Element and the parties acknowledge that Duke University may continue to pursue its request for a change in the Land Use Element . 5 . During the term of this option agreement and any extensions to it Duke University may continue to receive and accept back-up offers to purchase the Property. Duke University represents that it has received an offer to purchase the Property which is contingent on a change in the Orange County Land Use Element and a change in the zoning of the Property which would permit the use of the Property for one or more single-family residences. The parties agree that that offer, a copy of which has been provided to Orange County, is such a back-up offer. 6 . Duke University agrees that Orange County, its agents or employees, may go upon 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, provided that this option has not expired. 7 . Duke University warrants that since it has owned the property it has not encumbered the property and that it has received neither notice of nor knows of any encumbrances or special assessments either pending or confirmed for sidewalk paving, road paving, water, sewer or other improvements on or adjoining the Property. Duke University and Orange County agree a 4 8 that there are no governmental restrictions, easements, zoning or other governmental regulations which would prevent the reasonable use of the -Property for government facilities and office buildings; parks, public and non-profit; botanical gardens and arboretums; water and sanitary sewer pumping stations; or research lands and installations owned by non-profit entities. Duke University, upon request of Orange County, will assist in the removal of any such impediments to use discovered hereafter. In the event that Orange County exercises the option herein set forth, upon closing, Duke University 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. Orange County shall pay for recording the deed, survey of the Property if it deems a survey necessary and for all other closing costs. Duke University agrees to furnish at closing an affidavit and indemnification agreement in form satisfactory to Orange County showing that all labor and materials, if any, furnished to the Property within a 120 day period prior to the date of closing have been paid for and agreeing to indemnify orange County against any and all loss resulting from any cause or claim arising therefrom. 9 . The special warranty deed of the Property to be executed by Duke University is to be made to Orange County, North Carolina. Possession of the Property shall be delivered at closing. 5 9 10 . Ad valorem taxes on the Property, if any, shall be prorated on a calendar year basis to the date of closing. Any Orange County ad valorem taxes on personal property of Duke University for the entire year of the closing shall be paid by Duke University. Any late listing penalties shall be paid by Duke University. 11. Any and all deeds of trust, liens or other charges against the Property not assumed by Orange County must be paid and cancelled by Duke University prior to or at closing. 12 . On request of Orange County or its counsel, Geoffrey E. Gledhill, Duke University agrees to exercise its best efforts to deliver to Orange County as soon as reasonably possible following the signing of this agreement, copies of any title information in possession of or available to Duke University, 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. Duke University further agrees, upon request of Orange County or its counsel, Geoffrey E. Gledhill, to provide any information requested by Orange County regarding title to the property, including any information related to family history which may be necessary to establish title in Duke University. 13 . This option agreement between Duke University and Orange County may not be assigned without the express written consent of both parties and, in the event that such prior written consent is secured, all conditions herein set forth between Duke 6 10 University and Orange County shall be binding upon any assignee, its heirs, successors and assigns. . 14. This option agreement shall be binding and shall inure to the benefit of the parties, their heirs, successors and assigns. 15 . Duke University and Orange County agree that a memorandum of this option agreement, in form satisfactory to Orange County, shall be executed and may be recorded in the Orange County Registry. Alternatively, and at the election of Orange County, this option agreement may be recorded in the Orange County Registry. 16 . 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. 17 . Orange County, upon exercise of the Option set forth in this agreement shall inform Duke University of a closing date, closing to occur at a place designated by the closing attorney for Orange County. 18. This option contains the entire agreement of the parties and there are no representations, inducements or other provisions other than those expressed in writing. Any changes, additions or deletions hereto must be in writing and signed by all parties. IN WITNESS WHEREOF, Duke University has caused this instrument to be signed its President or an Executive Vice 7 ` 11 President, attested by the University Secretary as provided by law and its corporate seal affixed hereto and, Orange County has caused this instrument to be signed by the chair of the Board of County Commissioners, attested by the Clerk to its Board of County Commissioners and its County seal affixed hereto, all the day and year written above. DUKE UNIVERSITY President ATTEST: [CORPORATE SEAL] University Secretary ORANGE COUNTY, NORTH CAROLINA By: Alice M. Gordon, Chair Orange County Board of Commissioners ATTEST: (COUNTY SEAL] Beverly A. Blythe, Clerk to the Board of Commissioners NORTH CAROLINA COUNTY I, a Notary Public of County and the aforesaid State, certify that personally came before me this day and acknowledged that he/she is University Secretary of Duke University, a corporation, and that by authority .duly given and as the act of the corporation, the foregoing instrument was signed in its name by its President, sealed with its corporate seal and attested by as its University Secretary. Witness my hand and official stamp or seal, this the day of 19 Notary Public My commission expires : 8 12 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 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 19—. Notary Public My commission expires : mydocuments/dukeunivprop.agt 9