HomeMy WebLinkAboutAgenda - 02-18-2014 - 7cORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: February 18, 2014
Action Agenda
Item No. 7 -c
SUBJECT: Approval of Contract to Purchase Real Property — Triangle Land Conservancy
DEPARTMENT: Environment, Agriculture,
Parks and Recreation
(DEAPR)
ATTACHMENTS:
1) Vicinity Map
2) Site Map
3) Master Plan Map (Hollow Rock
Access Area)
4) Offer to Purchase and Contract
PUBLIC HEARING: (Y /N) No
INFORMATION CONTACT:
David Stancil, 919 - 245 -2510
Rich Shaw, 919 - 245 -2514
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PURPOSE: To consider approval of a contract to purchase 2.6 acres at 686 Erwin Road from
Triangle Land Conservancy for the future Hollow Rock Access Area and New Hope Preserve.
BACKGROUND: In 1992, Orange County, Chapel Hill, Durham County and the City of Durham
adopted the New Hope Corridor Master Plan, which called for preservation of lands along the
New Hope Creek corridor, from central Orange County to Jordan Lake. The master plan
envisioned a public trail network with a number of "access areas" at strategic locations,
including the Hollow Rock Access Area at the intersection of Erwin Road and Pickett Road.
The planned Hollow Rock Access Area is a 75 -acre site comprised of multiple land parcels
owned separately by Orange County, Durham County, the Town of Chapel Hill and the Triangle
Land Conservancy. The site straddles the Orange- Durham county line and New Hope Creek
flows from north to south along the western boundary.
The site was acquired in a series of separate land transactions from 2001 through 2008. The
Triangle Land Conservancy (TLC) purchased the first two acres in 2002, and then advocated
for further acquisitions by local government partners. Orange County purchased four parcels
from different entities from 2005 through 2007 with the help of state grants made possible by
TLC. The purchase of a 43 -acre tract from Duke University by Durham and Orange counties
and the Town of Chapel Hill was completed in 2008 with funding assistance from City of
Durham, the State of North Carolina, and the Erwin Area Neighborhood Group (EANG). The
State grants require that portions of the site be protected with permanent conservation
easements.
In 2006, the four local governments signed an interlocal agreement for the acquisition, planning
and operation of the Hollow Rock Access Area, and also established a Hollow Rock Master
Plan Committee, co- chaired by Commissioner Barry Jacobs and including Commissioner Alice
Gordon. The Committee worked over an 18 -month period to develop a master plan that was
adopted by all four local government partners in 2009 -10. Orange County adopted the plan on
April 20, 2010.
The Triangle Land Conservancy (TLC) has been involved in the project since its inception, but it
is now ready to convey its portion of the property for an addition to the public recreation area.
TLC has offered to sell its 2.6 -acre parcel (686 Erwin Road) to the County for $66,013 plus
transaction costs. TLC purchased the property in 2001 for $132,000 with help from a grant
from the NC Clean Water Management Trust Fund. The current tax value is $211,915
($144,846 land; $67,069 buildings). The proposed purchase price would be a "bargain sale ".
The County has negotiated the terms of a contract consistent with TLC's offer with a closing
date anticipated by the end of April 2014. Following that action, the property would be part of
the future Hollow Rock Access Area. Construction of the planned public amenities is
anticipated over the next two years with help from a $200,000 Recreational Trails Program
grant that was recently awarded to Durham County in collaboration with Orange County.
FINANCIAL IMPACT: The cost of purchase of the 2.6 acres is $66,000, with additional
transaction costs of approximately $5,000. Funding for the acquisition would come from the
Lands Legacy Fund (voter- approved 2001 Parks and Open Space bonds converted to
alternative financing in 2008 -09) of which there is $1,467,000 currently available.
RECOMMENDATIONS: The Manager recommends that the Board:
Approve the purchase of approximately 2.6 acres of land located on Erwin Road from
Triangle Land Conservancy; and
Authorize the Chair to sign the contract on behalf of the County, subject to final review by
staff and County Attorney; and
Instruct the County Attorney and staffs from DEAPR and Financial Services to schedule
and complete a closing on the property expected to occur on or before April 30, 2014.
Attachment 1
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i Hollow Rock Planning Area Hollow Rock Access Overview
Open Space Figure B. vicinity Map
Streams
Roads 0.25 0.125 0 025
Miles
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i Hollow Rock Planning Area Hollow Rock Access Overview
Open Space Figure B. vicinity Map
Streams
Roads 0.25 0.125 0 025
Miles
Hollow Rock Planning Area
Durham and Orange County
Thursday, September 6, 2007 12.12:57 PM
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i Rock pace Planning Area
VM Open Space Hollow Rock Access
Open
100- year Floodplain Figure A. Site Map �:�� Hollow Rock Planning Area
^'u^- Streams Durham and Orange County
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Parcels � City of Durham
Proposed Master Plan Attachment3
Hollow Rock Access Area
at
New Hope Preserve
(Enlarged Area)
0 5D 100 200 X
N /' Parking Area - °C
q /' Phase 1 (and 2)
"/ �Restroorn
Relocated Driveway /- Picnic °
`.Entrance � 4-1 -Z Area �
Existing Driveway /'
Entrance Closed
Fisher Pr perty V
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— Kiosk and Bike Racks
` —Grass Overflow Nature Viewing
Parking Overlook Ij \—Relocated Hollow
Rock Store
— DADA Loop Trail
(1/3 Mile)
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Existing --Interpretive Signage
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J Meadow
� along Trail
Existing TLC Barn /Shed
Potenial Educational /
Outdoor Classro -'
Possible Trail connection to
the Mill Site and Duke Trails
Hangir
Rock
Information Kiosk
5
1 Possible Stream
Crossing L s
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Nature Viewing
Overlook
Pickett Road
Phase 1 - Pickett Rd Open - No parkinq to be provided
1 Possible Stream
Crossing L s
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Nature Viewing
Overlook
Attachment 4
Return to John Roberts, Office of the County Attorney, Box 8181, 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 , 2014 by and between TRIANGLE LAND CONSERVANCY, a
North Carolina non -profit corporation having an address of 514 South Duke Street, Durham,
North Carolina 27701, 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 approximately 2.58 acres of land and any improvements thereon, and
which land is illustrated on the GIS map that is Exhibit A hereto. The Property is
identified as having Orange County PIN 9891919120.
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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 SIXTY -SIX
THOUSAND AND 13/100 DOLLARS ($ 66,013) plus any amount due Seller as the result of the
calculation made in Section 4(c) below for ad valorem taxes on the Property for the calendar year
in which the Closing occurs. 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 Seller, 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 exceptions must be approved in writing by Buyer ( "Permitted Exceptions ").
The deed conveying the Property shall be on a North Carolina Bar form General Warranty Deed.
The Property description in the deed shall conform to the survey of the Property to be prepared
as prescribed in Section 4(a) of this Agreement.
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
Section 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) 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 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 F), at Buyer's expense. Should the Phase I disclose that one or more
underground storage tanks are 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
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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 Jeffrey Thompson, Director of Assets
Management Services, P.O. Box 8181, 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.
(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 seq., 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 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 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 (e) 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 existing or placed on the Property at any
time up to and including the Closing Date.
(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 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 Jeffrey Thompson, Director of Assets Management Services,
P.O. Box 8181, 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) 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.
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4. SETTLEMENT CHARGES:
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(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
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) Buyer shall pay for a survey of the Property and all other closing costs other than
those associated with environmental cleanup, if necessary, as provided for in Section 3(f).
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.
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(d) Seller will have up to two (2) months following closing to remove personal
property from the Property. Any personal property that is not removed by Seller within the two
(2) 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 located on the Property as necessary to enable
Buyer to complete its 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 furnishing located in or
around the structures or otherwise on the Property.
(f) 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 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.
(g) 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.
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 April
30, 2014 in Hillsborough, North Carolina ( "Closing Date ")
POSSESSION: Possession of the Property shall be delivered at closing.
IN WITNESS WHEREOF, the Seller has caused this instrument to be signed by its
Executive Director, 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.
ATTEST:
Donna S. Baker, Clerk
to the Board of Commissioners
SELLER:
TRIANGLE LAND CONSERVANCY
a North Carolina Non -profit Corporation
Chad Jemison, Executive Director
:1. .
ORANGE COUNTY, NORTH CAROLINA
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Barry Jacobs, Chair
Orange County Board of Commissioners
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NORTH CAROLINA
ORANGE COUNTY
I, , a Notary Public of Orange County, North Carolina, certify
that Chad Jemison 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 day of , 2014.
Notary Public
My commission expires:
NORTH CAROLINA
COUNTY OF ORANGE
I, a Notary Public of the County and State aforesaid, certify that Donna S. Baker
personally came 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 day of , 2014.
My commission expires:
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Notary Public
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