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HomeMy WebLinkAboutAgenda - 02-15-2005-5jORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: February 15, 2005 SUBJECT: Contract Amendment: Norca Holdings for Waterstone DEPARTMENT: Purchasing and Central Services, County Attorney ATTACHMENT(S): Amendment Action Ages a Item No. ~..__ PUBLIC HEARING: (Y/N) No INFORMATION CONTACT: Pam Jones, (919)245-2652 Geoffrey Gledhill, County Attorney, 732- 2196 TELEPHONE NUMBERS: Hillsborough 732-8181 Chapel Hill 968-4501 Durham 688-7331 Mebane 336-227-2031 PURPOSE: To consider approving an amendment to the purchase contract with Norca Holdings far property to be used at the Waterstone development for the Durham Technical Community College --Orange County satellite campus, BACKGROUND: The County Commissioners have earlier approved a purchase agreement with Norca Holdings fora 20-acre parcel in the Waterstone development to be used as the Durham Technical Community College -Orange County satellite campus, The contract indicated that the property would close around January 1,5, 2005. The developer has requested that the closing be delayed until no earlier than April 15, 2005, The Community College project will not be adversely affected by this requested delay. Therefore, it is recommended that the County Commissioners approve the amendment. There are no additional modifications to the terms of the agreement. FINANCIAL IMPACT: There is no change to the $1,250,000 purchase price that is reflected in the original purchase contract. RECOMMENDATION(S): The Manager recommends that the Board approve the contract amendment with Norca Holdings, 2 NORTH CAROLINA ORANGE COUNTY AMENDMENT TO CONTRACT FOR PURCHASE OF REAL PROPERTY THIS AMENDMENT TO CONTRACT FOR PURCHASE OF REAL PROPERTY (the "Amendment") is made and entered into this _ day of , 2005, by and between NORCA HOLDINGS, LLC, a Delaware limited liability company, and its permitted successors or assigns ("Seller"); and ORANGE COUNTY, a body politic and corporate, and its permitted successors and assigns ("Buyer"). STATEMENT OF PURPOSE Seller intends to purchase that certain tract of land located in Orange County, North Carolina, as described more particularly below. Subject to Seller's acquisition of the Property (as defined below), Buyer intends to acquire the Property (as defined below) from Seller upon the terms and conditions contained in this Contract. Contingent upon it acquiring the Property, Seller is willing to sell and convey the Property to the Buyer in accordance with the terms and conditions of this Contract. Seller and Buyer entered into a Contract for the Purchase of the Property dated June 29, 2004 (the "Contract"), Now, for the reasons set forth herein, Seller and Buyer wish to reinstate, adopt, ratify and confirm the terms of the Contract in accordance with the terms of this Amendment. Therefore, subject to the terms and conditions of this Amendment, and the unaltered terms of the Contract, and in consideration of the premises and the respective agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller and Buyer hereby agree as follows: AMENDMENT TO CONTRACT: 1. The terms of the Contract, as modified by this Amendment, are hereby reinstated, adopted, ratified and confirmed by the Parties 2. Paragraph 4 of the Contract is hereby deleted and the following substituted in its place: Closma.. a. Seller's obligations under this Contract are expressly contingent upon Seller's acquisition of the Property from a third party on or before April 15, 2005. If Seller does not acquire the Property on or before April 15, 2005, for any reason whatsoever, this Contract shall automatically terminate and shall be null and void and of no further force or effect, Upon termination pursuant to this Paragraph, neither party to this Contract will have any further obligations or remedies hereunder except that in the event of termination pursuant to this RTP 93901 v2 3 Paragraph, Buyer shall have the right to the return of the Earnest Money as described in Pazagraph 2(a) of the Contract. b. If the contingency stated in this Paragraph is met, the closing of the sale and purchase of the Property (the "Closing") shall take place no earlier than April 15, 2005, and no later than , 2005 (the "Closing Date"). 3, Paragraph 6 of the Contract is hereby deleted and the following substituted in its place: Buver's Inspection Period. a. For purposes of this Contract, the phrase "Buyer's Inspection Period" shall be defined as the period of time commencing on the date First above written and ending at 11:59 p.m.. E.S.T. on , 2005. b, Subject to Seller's rights to enter the Property, Buyer, with Seller's reasonable cooperation, shall make all such inspections of the Property and the public record as it deems desirable within the Buyer's Inspection Period. Buyer agrees to indemnify and hold Seller (and the current owner of the Property as of the Effective Date) hazmless from al] liabilities, claims, damages, liens, costs and expenses (including reasonable attorneys' fees) that Seller may incur in connection with Buyer's inspection of the Property, Buyer is authorized to conduct customary environmental inspections; provided, however, no soil borings or other invasive tests may be conducted on the Property without the prior written consent of Seller. c. Within ten (10) days from the Effective Date, Seller shall provide Buyer with copies of all title information in Seller's possession or reasonably available to Seller including, but not limited to, title insurance policies, attorneys' opinions on title, copies of all documents relating to all title exceptions, surveys, site plans, deeds, deeds of trust, promissory notes, loan agreements relating to the Property, plans, drawings, studies, and zoning letters, certificates or other information, Nothing in this provision shall require the Seller to make any investigation of the Title for the Property other than to provide information to the Buyer that already is in its files on the date of this Contract. Specifically, this provision shall not impose any continuing obligation upon the Seller to supplement the information originally supplied to the Buyer pursuant to this pazagraph,. d. If, during the Buyer's Inspection Period, Buyer is not satisfied with any of the matters inspected or reviewed by it with respect to the Property, Buyer may elect in its sole and absolute discretion to terminate the Contract by giving written notice of such decision to Seller. Failure to provide notice prior to the end of the Buyer's Inspection Period shall be deemed a waiver of the Buyer's rights to such termination under this Contract.. Time is of the essence with respect to this Paragraph 6(d).. e. If Buyer elects to proceed with this transaction following the expiration of Buyer's Inspection Period, Buyer agrees and acknowledges that it is purchasing the Property in its "as-is, where is," with all faults and conditions thereon, except as may otherwise be expressly provided in this Contract. RTP 93901v2 4 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and sealed as of the date set forth below each signature, "SELLER" NORCA HOLDINGS, LLC, a Delaware limited liability company By: Its: Date: "BUYER" ORANGE COUNTY, a body politic and corporate By: Its: Date: This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act. Orange County Finance Officer RTP 9.3901 v2