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HomeMy WebLinkAboutAgenda - 11-03-2004-9aORANGE COUNTY BOARD OF COUNTY COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: November 3, 2004 Action Agen a Item No. -q SUBJECT: Approval of Contract to Purchase Real Property -Julia Blackwood DEPARTMENT: Environment and Resource PUBLIC HEARING: (YIN) No Conservation ATTACHMENT(S): 1) Location Map 2) Site Map 3) Jtarisdictional Map 4) Offer to Purchase and Contract INFORMATION CONTACT: David Stancil, 245-2590 Rich Shaw, 245-2590 TELEPHONE NUMBERS: Hillsborough 732-8181 Chapel Hill 968-4501 Durham 688-7331 Mebane 336-227-2031 PURPOSE: To approve a contract to purchase approximately 67 acres of land from .lulia Blackwood for a future county park site, BACKGROUND: Julia Blackwood owns a 69-acre tract located west of Millhouse Road in Chapel Hill Township, The County intends to acquire this land for a new park that would feature a combination of active and low-impact recreational uses. The property is bounded to the east by Millhouse Road, to the south by the Orange County landfill, to the south and west by Duke Forest (Blackwood Division), and to the north by large-lot residential properties. A location map is provided as an attachment, The property has been in the Blackwood family since the mid-1700s. Mrs. Blackwood resides in the current farmhouse (ca. 1941) surrounded by a number of well-preserved outbuildings. A previous house on this site burned down in 1940, and the property was managed as a family farm until 1996. Outside of the farmstead area, the property features open agricultural fields and forestland, Most of the eastern half of the property has been used in recent years for growing hay, although some of those fields are filling in with young loblolly pine and sweet gum. The western half of the property features mature oak-hickory forest on the eastern slope of Blackwood Mountain. A small portion of the woodlands is part of the Blackwood Mountain Natural Area, identified in the County's Inventory of Natural Areas and Wildlife Habitats. Most of that natural area is already protected within the adjacent Duke Forest property, Previous discussions between Mrs, Blackwood, Duke and the County resulted in Duke's purchase of 60 acres (in March 2004) of the rear portion of the property that had been surrounded on three sides by Duke Forest, The Blackwood Division of Duke Forest is now about 1,000 acres. The intended use of the property by Orange County is for a combination of active and low- impact recreation, including the possibility of several soccer fields in the eastern portion of the property nearer to Millhouse Road. The forested western quarter of the property may be conducive to low-impact uses such as nature trails and picnic areas, The park would also include a segment of the proposed Northern Chapel Hill Township Rustic Woodland Trail, which would continue northeast into the new Town of Chapel Hill Operations Center. One of the synergies with the potential acquisition is its location adjacent to the Chapel Hill/Carrboro area and the potential for a soccer park in southern Orange to coincide with the new West Ten Soccer Center in western Orange, Another synergy is the proximity to the Town's new Operations Center, which will be located adjacent to this site and across the railroad line, The Town Operations Center would include Chapel Hill Transit and the Town's Public Works, Current plans for this property are to land-bank it for future use, and a master plan for this park will be developed in the future. There are no funds identified for facility development at this site at the current time, Fallowing several months of negotiations on contract terms and conditions, Mrs. Blackwood has agreed to sell the land to Orange County for $1,260,500 (or $14,500/acre), This price is consistent with an appraisal of the property conducted in 2003 and updated in 2004, The proposed sale does not include two acres of land within an existing 60-foot access easement to an adjacent property; however, the owner may decide to convey that strip of land to the County at no cost, Excluding the access easement, the County would purchase 67 acres. Upon approval by the Board, a closing an the purchase of this property is expected to occur an or before December 31.2004, FINANCIAL IMPACT: The purchase price is $1,260,500 (or 14,500 per acre), with an additional $8,000 to $10,000 in closing costs, Funds would be paid from the County's 2001 Parks and Open Space bond (Lands Legacy). A total of $3.5 million has been appropriated to date from this source, with $780,000 spent. RECOMMENDATION(S): The Manager recommends that the Board: • Approve the purchase of approximately 67 acres of land located on Millhouse Road from Julia Blackwood; 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 December 31, 2004, ® Blackwood Property Camp New Hope Town of Chapel Hill ® Chapel Hill School Board Town of Carrboro Unlversity of North Carolina P,"~ Orange County Orange County Landfill ~ Greene Tracl ~ Triangle Land Conservancy '";~:' Duke University Recently purchased from Blackwood family (60 acres) [~ Parcel Boundary ~~: ~ Streams Location Map ,Julia Blackwood Property aoo o aoo isoo Feet co~m~mu oeod~~~ ra,a~. iazarw ~' .~ ~~. y[e .'~ V ~ ~ IC N ~~~ n ' ~~~ xa ,~. y6iY o~om p t ~ i~ y ~C py 3 s(, i i c E m o r m o r e..t'v_. ~v. ~yn`~ymyrs.n.~ ` ~plf^~ p,.~~_~'.f L.~1d O~ b~~ ~ ~,'i" " a > ~ rte,, , ~a ~i y N ? s+ x+ I ~ I ~~ ~~ a~ i,3,,~~ ~ L{' x 'rj~ c ~,..^ E" `'w...~`~ IrF ~ ~ ~.. t ~ ~ ~~ V+~Y 'Ca A- GT': `t ~~R y a Y ~ r ~y t ~ ~p,y.: ~,, Jr ti ~s'd ..4 4+Y o~++ ~ t.4 r .~' !.k ~' • YY'E^~ GS! .a rr ~ e d-L~P `~A i ~I _YwY,i~sr.'. r s °' ~ ~~ : ~~ Y ~. 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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 , 2004 by and between Julia M. Blackwood, unmarried, having an address of 6823 Millhouse Road, Chapel Hill, North Carolina 27516, hereafter called "Seller", and O RANGE 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 69 acres of land and any improvements thereon, which land is illustrated on the GIS map that is Exhibit A hereto). The Property 7 is identified as Orange County P.I.N. 9871-51-8295, Orange County tax map 7.19.,24. THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE AS FOLLOWS: 1. PURCHASE PRICE: The purchase price for the Property shall be ONE MILLION TWO HUNDRED SIXTY THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($1,260,500) plus any amount due Seller as the result of the calculation made in Section 4(c) of this Agreement. The purchase price shall be paid at the closing. 2. TITLE: Title will be delivered to Buyer at closing by a General Warranty Deed from Julia M. Blackwood, 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 i ntended 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. 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 8 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, Sel ler 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 a gents 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 Ph ase I"), at Buyer's expense. Should the Phase I disclose that one or more 9 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 atl 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 L aw 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 10 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', consultant s' 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 obli gation 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 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. 11 (5) Seller's obligati ons 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 shalt survive closing and execution and delivery of the Deed and shall not be merged therein. 4. SETTLEMENT CFIARGES: (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) Seller shall procure the survey of the Property. Buyer shall pay Seller 80% of the cost of the survey at closing and any other closing costs not itemized in paragraph 4. 5. CONDITIONS: 12 (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 deli ver to Buyer, as soon as reasonably possible following the signing of this agreement, copies of any title information in possession of or available to Seiler, 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) Seller will have twelve (12) months following closing to vacate possession of the farmhouse located on the Property. The time allotted to Seller to vacate possession of the farmhouse may be extended by agreement in writing of the Seller and the Buyer. Seller will have up to twelve (12) following closing to remove personal property from the Property. Any personal property that is not removed by Seller within the earlier of the date Seller vacates possession of the farmhouse or twelve (12) 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 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 13 located on the Property such as tools, equipment, supplies, and other furnishings located in or around the structures or otherwise on the Property. (f) A condition precedent to Buyer's obligat ion 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, NLISCELLANEOUS 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 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, 14 (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 December 31, 2QQ4 in Hillsborough, North Carolina ("Closing Date"). 8. POSSESSION: Possession of the Property shall be delivered at closing, subject to Seller's right of poss ession for a period of twelve (12) months after the Closing Date as provided in paragraph 5(d). 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 Commissioners, all the day and year written above. SELLER: JULIA M, BLACKWOOD, a single person 15 ATTEST: BUYER: ORANGE COUNTY, NORTH CAROLINA By: Barry Jacobs, Chair Orange County Board of Commissioners Donna S, Baker, Clerk to the Board of Commissioners 16 NORTH CAROLINA ORANGE COUNTY I, , a Notary Public of Orange County, North Carolina, certify that Julia M. Blackwood 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 , 2004. 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 , 2004. Notary Public My commission expires: