HomeMy WebLinkAboutAgenda - 12-12-2006-5hORANGE COUNTY
BOARD OF COUNTY COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: December 12, 2006
Action Agenda
Item No. 5 - h
SUBJECT: Approval of Contract to Purchase Real Property - Paydarfar Tract
DEPARTMENT: Environment and Resource
Conservation
ATTACHMENTS
Location Map
OfFer to Purchase and Contract
PUBLIC HEARING: (YIN) No
INFORMATION CONTACT:
David Stancil, 245-2590
Rich Shaw, 245-2591
PURPOSE: To approve a contract to purchase a 10-acre tract of land from David Paydarfar
for an addition to the future Millhouse Road park property.
BACKGROUND: Mr. David Paydarfar owns a 10-acre tract located west of Millhouse Road
in Chapel Hill Township. The property is adjacent to a 69-acre tract of land that the County
acquired from Mrs. Julia Blackwood in 2004 for a future county park. The property is
accessible from Millhouse Road. A location map is provided as an attachment. .
The property was once part of the adjacent Blackwood farm. The Blackwoods subdivided
and sold the 10 acres in 1979. David Paydarfar purchased the site in 1986. The land is
entirely forested with young pine and sweet gum trees that have grown up over the past 20
years of inactivity. There do not appear to be any constraints for using this property for
parkland purposes. A Phase I site evaluation would be conducted prior to the purchase.
Current plans for this property are to "land bank" it for future use in conjunction with the
adjacent park property. A master plan for the park will be developed in the future.
Mr. Paydarfar has agreed to sell the land to Orange County for $187,350 (or $18,735/acre),
which is consistent with an appraisal of the property conducted in 2006.
Upon approval by the Board, a closing on the purchase of this property is expected to occur
on or before February 28, 2007.
FINANCIAL IMPACT: The purchase price is $187,350 plus an additional $3,000 to $5,000
for a boundary survey and closing costs. Funds would be paid from the County's 2001 Parks
and Open Space bond (Lands Legacy), which totaled $7.0 million. A total of $3.5 million has
been appropriated from this amount, with $2.2 million spent to date.
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RECOMMENDATION(S): The Manager recommends that the Board:
• Approve the purchase of approximately 10 acres of land located on Millhouse Road
from Mr. David Paydarfar; 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 ERCD and Finance to schedule and
complete a closing on the property expected to occur on or before February 28, 2007.
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Mllihouse Road Park •`° °"°"••
Prepared by: Geoffrey E. Gledhill
Return to: Geoffi-ey E. Gledhill; Coleman, Gledhill, Hargrave & Peek;
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 , 2006 by and between DAVID PAYDARFAR and
PAYDARFAR, husband and wife, having an address of 7 Park Avenue, Newton, Massachusetts
02158, 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";
WIT'NESSETH:
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 10 acres of land and any improvements thereon, which
land is illustrated on the GIS map that is Exhibit A hereto. The Property is
identified as a part of Orange County P.LN. 9871-60-7301, Orange County tax
map 7.19..24C.
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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
HUNDRED EIGHTY SEVEN THOUSAND THREE HU]~TJDRED FIFTY AND 00/100
DOLLARS ($187,350) 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 paragraph 4(a) of this Agreement.
3. EVIDENCE OF TITLE. Buyer will have title to the Property examined, and if
applicable, obtain a preliminary title insurance corrunitment on the Property. The title
examination and/or commitment must evidence Seller's ability to deliver title at Closing as set
forth above. All costs necessary to procure the title examination and, if applicable, the title
commitment and fmal title insurance policy to be issued at Closing, shall be the responsibility of
Buyer.
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4. TITLE DEFECTS: If for any reason Seller cannot deliver title at Closing as
required by Paragraph 2 of this Agreement, Buyer may elect to a) accept the Property with title
as is; b) refuse to accept the Property; or c) allow Seller additional time to pursue reasonable
efforts to correct the problem, including bringing any necessary quiet title actions or other
lawsuits.
5. 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 indefensible
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
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) 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 ail attorneys' fees
and other costs incurred by reason thereof.
(e) Reports. All Reports, certificates, and other documents containing factual
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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) Seiler 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 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
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.
(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, 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
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 br 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
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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) 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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6. SETTLEMENT CI~AI2GES:
(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 Seiler. The credit for pro-rated ad valorem taxes on the Property
that would be due Seiler 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 paragraph 3 (f).
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7. CONDITIONS:
(a) Seller agrees to allow Buyer access to the Property for the purpose of inspecting,
surveying, 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) 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.
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.
9. CI;OSING: 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
February 28, 2007 in Hillsborough, North Carolina ("Closing Date").
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10. POSSESSION: Possession of the Property shall be delivered at closing.
11. Buyer agrees to cooperate with the Seller if the Seller attempts to effectuate a
1031 tax free exchange on the sale of the Property. The 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
Corivnissioners, .all the day and year written above.
[The remainder of this page is intentionally left blank. Signature page follows.]
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SELLER:
DAVID PAYDARFAR
PAYDARFAR
BUYER:
ORANGE COUNTY, NORTH CAROLINA
By:
Moses Carey, Jr., Chair
Orange County Board of Commissioners
ATTEST:
Donna S. Baker, Clerk
to the Board of Commissioners
STATE OF
COUNTY
I, , a Notary Public of County, ,
certify that David Paydarfar and 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 , 2007.
Notary Public
My commission expires:
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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 , 2007.
Notary Public
My commission expires:
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