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HomeMy WebLinkAboutAgenda - 05-01-2001-9b .. ,. ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: May 1, 2001 Action Age d Item No. ~- SUBJECT: Contracts to Purchase -Bolin Cregk Park Site (John and Roderick Cate) DEPARTMENT: ERCD .PUBLIC HEARING: (Y/N) No INFORMATION CONTACT: David Stancil, 245-2590 Contract to Purchase (R. Cate) TELEPHONE NUMBERS: Hillsborough 732-8181 Chapel Hill 968-4501 Durham 688-7331 Mebane 336-227-2031 ATTACHMENT(S): Map of Site Contract to Purchase (J. Cate) PURPOSE: To consider the purchase of three adjacent tracts of land (total 149 acres) on Old NC 86 from John Henry Cate, Jr. and Roderick Cate for a Chapel Hill Township District Park; and to exempt surveying services incidental to this acquisition from the requirements of G.S. 143, Article 3D. BACKGROUND: ERCD identified this property as a potential site for a new Chapel Hill Township District park in August 2000. It was chosen from among 9 potential sites that were evaluated for potential acquisition for this purpose. The property is located on Old NC 86, about '/4 mile south of the intersection with Eubanks Road. The three tracts total 149 acres and have been in the Cate family for well over 100 years. The land was farmed until the early 1990s, and is adjacent to land owned by the Hunter family that is also proposed for purchase as potential Chapel Hill-Carrboro school sites. On January 5~', ERCD sent John Henry Cate and Roderick Cate (father and son) anon-binding letter of intent to purchase. Following negotiations on contract terms and conditions, the Cates have agreed to sell the land to Orange County. The proposed use is for a district park with a combination of active and low-impact recreational uses. The property offers many and varied opportunities for recreational use. The former agricultural fields can support a variety of playing fields. The riparian areas could be linked to the Carrboro greenway system. Woodland areas are adjacent to Duke Forest property. The old farmhouse (ca. 1929), bam and log cabin could provide cultural elements to the park, such as farm exhibit and demonstration areas. Picnic areas could be located around an existing pond. The County would pay the owners $3,500,000 for the property ($23,490/acre), plus $42,300 in deferred use value taxes due on the property and estimated closing costs of $7,700, for a total of $3,550,000. Although there are no known underground storage tanks on the property, a Phase I environmental assessment will be conducted prior to closing. Upon approval by the Board, and contingent upon an acceptable environmental report, closing on the property would occur an or before May 31, 2001. Further, a survey will be required of the site. G.S. 143, Article 3D allows counties to exempt themselves from a selection process'for surveyors on any project if the professional fee will be less than $30,000, or, in their discretion, on any project by stating the reasons therefor. In order to expedite the survey work and since the cost of work is estimated to be a fraction of the $30,000 threshold, it is recommended that the County exempt this project from the selection process. FINANCIAL IMPACT: The estimated purchase price of this property totals $3,550,000 (including estimated closing costs). Funds to purchase the property would come from three sources: 1997 voter approved bond funds ($2.7 million), School/Park Reserve Fund ($800,000), and the Subdivision Payment-in-Lieu Fund ($50,000). The chart below provides additional financial information regarding the funds available in the School/Park Reserve Fund following the purchase of both the Hunter and Bolin Creek (Cate) properties: School/'Park Reserve Fund Funds Available 7/01/00 (including interest earnings) 3,071,549 Projects Funded: McGowan Creek Preserve 78,549 Hunter Properly 1,065,000 Bolin Creek (Cate) Property 00 Funds Remaining after Purchase of Hunter and Bolin Creek Properties 1,128,000 Upon BOCC approval of this purchase, staff will present a corresponding budget amendment at the May 15 BOCC meeting. RECOMMENDATION(S): The Manager recommends that the Board • Approve the purchase of three adjacent tracts of land. (total 149 acres) on Old NC 86 from John Henry Cate, Jr. and Roderick Cate; and • Authorize the Chair to sign the two contracts on behalf of the County; and • Instruct the County Attorney and staffs from ERCD and Finance to schedule and complete closing on the properties on or before May 31, 2001; and • Exempt this project from the requirements of GS 143,. Article 3D as it respects the selection of surveyors. ~ Pond ~``~~,,~ . Stream 0 Hunter Property 0 Cate Properky 0 Parcel Boundary ~ City Carrboro Transition Areas [~ 10 year transition f.4;. 20 year transition Hunter and Cate Property Chapel Hill Township Orange County 0 7001400 Feet ...~^~ Environment 8~ Resource Conservation Departmen~ April 24, 2001 M Jones Prepared by: Geoffrey E. Gledhill Return to: Geoffrey E. Gledhill, 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 2001 by and between JOHN HENRY CATE, JR., a single person, having an address of 7906 Old NC $6, Chapel Hill, North Carolina 27516, hereafter called "Seller", and the COUNTY, OF ORANGE, NORTH CAROLINA, a body politic and corporate, a political subdivision of the State of North Carolina, having an address of P.O. Sax 8181, Hillsborough, North Carolina 27278, hereafter called "Buyer"; WITNESSETH: Buyer hereby offers to purchase and Seller, upon acceptance of said offer, agree 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 more particularly described as follows: The 36.75-acre tract of land identified as on the plat of property titled ," prepared by R.L.S., which plat is recorded at Plat Baak ,, Page ~, Orange County Registry. The Property is further identified as Orange County P.I.N. 986Q-85-5268 and has an Orange County tax map reference of 7.23.C.31C; and The X9.23-acre tract of land identified as on the plat of property titled " ," prepared by R.L.S., which plat is recorded at Plat Book'_, Page ,, Orange County Registry. The Property is further identified as Orange County P.I.N. 9870-05-3117 and has an Orange County tax map reference of 7.23.C.31E. THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE AS FOLLOWS: 1. PURCHASE PRICE: The purchase price for the Property shall be TWO MILLION FIFTY THOUSAND SIX HUNDRED AND 00/100 DOLLARS ($2,050,600). 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 made to the County of Orange, 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 affecting the value of the Property or unduly interfere with Buyer's intended use of the Property,, and those exceptions approved in writing by Buyer ("Permitted Exceptions"). 3. REPRESENTATIONS WARRANTIES AND COVENAN'PS 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. 6 (b) Leases. There are no leases, licenses, or other agreements granting any person or persons the right to use oz occupy the Property or any portion thereof. (c) Options. Seller has not granted any options nor committed nor obligated themselves 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 Buyez 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) There may be located on the Property one or more underground storage tanks. A condition precedent to Suyer's obligation to close on the sale of the Property is that any underground storage tanks located on the Property be removed, all discharged fuel, oil or other contaminants be removed from the Property and 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 that the original of the certificate be provided to Buyer at the closing. (2) Seller warrants and represents to Buyer as follows: (i) Seller has na knowledge of, and after reasonable inquiry no reason to believe (A) that any industrial use has been made of the Property, (B) that 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) 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 19$0 ("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 in writing the. existence, extent and nature of any hazardous 8 materials, substances, wastes or other environmentally regulated substances (including without limitation, any materials containing asbestos), which Seller is legally authorized and empowered to maintain on, in or under the Property or use in connection therewith. (iv) Seller will promptly send to Buyer copies of any citations, orders, notices or other material, governmental or other, communication received with respect to any hazardous materials, substances, wastes or other environmentally regulated substances affecting the Property. (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 (f) 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 by Buyer or Seller or any transferee or assignee of Buyer or Seller. (4) Seller's obligations under this Section shall survive the closing and continue in full effect notwithstanding receipt of the purchase price. r 9 (g) 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. 4. SETTLEMENT CHARGES: (a) Seller shall pay for the preparation of a deed, far 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 an the Property, if any, shall be prorated on a calendar year basis to the date of closing. 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 far the survey of the Property and all other closing costs. ~. coNniT=oNS• (a) If and when water and sewer utilities are extended to the Property, Buyer agrees to grant a non-exclusive easement for the further extension of water and sewer utilities across the Property, generally in the area where indicated on the attached water and sewer easement area map, to the 23.5-acre lot that is owned by the Seller and located across Old NC 86 from the Property and is further identified as Orange County P.I.N. 9860- 10 74-2735 and has an Orange County tax map reference of 7.23.A.11A. Approval of the easement by Orange County will not be unreasonably withheld provided ,the easement is located in the area where indicated in the attached, water and sewer easement area map. Seller agrees to obtain and pay for a survey of any water and sewer easement across the Property. The location of the water and sewer easement is subject to approval by Buyer. Tn the event water and sewer is extended through the Property to serve. Seller's property with Orange County P.Y.N. 9860-74-2735, Seller will be responsible for the cost of the construction of the water and sewer lines and for all OWASA fees and charges far the extension. All plans and specifications far the construction must be reviewed and approved by Buyer before construction is commenced. Buyer and Seller agree to enter into such further agreements. as are reasonably necessary to accomplish water and sewer extensions contemplated by this subsection. (b) 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. (c) On request of Buyer, Seller agrees to exercise his 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. is (d) 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. (e) Seller will have six (6) months following closing to remove personal property from the Property. Any personal property that is not removed by Seller within six (6) months following closing will be considered abandoned property. All structures located on the Property are real property. Owner agrees to move all personal property within the Property boundary as necessary to enable Buyer to complete site evaluation, soil evaluation and any other engineering or site preparation deemed reasonably necessary by Buyer. 6. MISCELLANEOIIS 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.. 12 (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 May 31, 2001 in Hillsborough, North Carolina ("closing Date"). 13 $. POSSESSION: Possession of the Property shall be delivered at closing, subject to Seller's right of possession for a period of 30 days after the Closing Date as provided in paragraph 5(e). 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: (SEAL) JOHN HENRY LATE, JR. BUYER: COUNTY OF ORANGE, NORTH CAROLINA By: Stephen H. Halkiotis, Chair Orange County Board of Commissioners ATTEST: Bever,~y .~. Blytne, clerx to the Board of Commissioners NORTH CAROLINA COUNTY x, a Notary Public of County and the aforesaid State, certify that personally came before me this day and duly sworn acknowledged that they executed the foregoing instrument far the purposes contained within. Witness my hand and official stamp or seal, this the day of 200_. Notary Public 14 My commission expires: NORTH CAROLINA COUNTY OF ORANGE 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 the County of Orange and that by authority duly given and as the act of said County, ~.he 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 200_. Notary Public My commission expires: 15 Prepared by: Geoffrey E. Gledhill Return to: Geoffrey E. Gledhill, 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 2001 by and between RODERICK LYNWOOD LATE, a single person, having an address of 8002 Old NC 86, Chapel Hill, North Carolina 27516, hereafter called "Seller", and the COUNTY OF QRANGE, 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 more particularly described as fol7.ows: The 62.77-acre tract of land identified as on the plat of property titled " prepared by R.L.S., which plat is recorded at Plat Book T,, Page _, Orange County Registry. The Property is further identified as Orange County P.I.N. 9860-84-3227 and has an Orange County tax map reference of 7.23.C.31G. 16 THE TERMS AND.CONDITIONS.OF THIS AGREEMENT ARE AS FOLLOWS: 1. PIIRCHASE PRICE: The purchase price for the Property shall be ONE MILLION FOUR HUNDRED NINETY-ONE THOUSAND SEVEN HUNDRED AND 00/100 DOLLARS ($1,491,700). 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 made to the County of Orange, 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 affecting the value of the Property or unduly interfere with Buyer's intended use of the Property, and those exceptions approved in writing by Buyer ("Permitted Exceptions"). 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 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. J 17 (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. (c) Options. Seller has not granted any options nor committed nor obligated themselves 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. A11 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) There may be located on the Property one or more underground storage tanks. A condition precedent to Buyer's obligation to close on the sale of the Property is that any 18 underground storage tanks located on the Property be removed, all discharged fuel, oil or other contaminants be removed from the Property and 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 that 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 after reasonable inquiry no reason to believe (A) that any industrial use has been made of the Property, (B) that 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) 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 in writing the existence, extent and nature of any hazardous • 19 materials, substances, wastes or other environmentally regulated substances (including without limitation, any materials containing asbestos), which Seller is legally authorized and empowered to maintain on, in or under the Property or use in connection therewith. (iv) Seller will promptly send to Buyer copies of any citations, orders, notices or other material, governmental or other, communication received with respect to any hazardous materials, substances, wastes or other environmentally regulated substances affecting the Property. (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 (f) 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 by Buyer or Seller or any transferee or assignee of Buyer or Seller. (4) Seller's obligations under this Section shall survive the closing and continue in full effect notwithstanding receipt of the purchase price. zo (g) Re~resentatians/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. 4. SETTLEMENT CHARGES: (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, shall be prorated on a calendar year basis to the date of closing. 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 the survey of the Property and all other closing costs. 5. CONDITIONS: (a) If and when water and sewer utilities are extended to the Property, Buyer agrees to grant a non-exclusive easement for the further extension of water and sewer utilities across the Property, generally in the area where indicated an the attached water and sewer easement area map, to the 23.5-acre lot that is owned by the Seller's father (John Henry Cate, Jr.) and located 21 across Old NC 86 from the Property and is further identified as Orange County P.I.N. 9860-74-2735 and has an Orange County tax map reference of 7.23.A.11A. Approval of the easement by Orange County will not be unreasonably withheld provided the easement is located in the area where indicated in the attached water and sewer easement area map. Seller agrees to obtain and pay for a survey of any water and sewer easement across the Property. The location of the water and sewer easement is subject to approval by Buyer. In the event water and sewer is extended through the Property to serve Seller's property with Orange County P.I.N. 9860-74-2735, Seller will be responsible for the cost of the construction of the water and sewer lines and for all OWASA fees and charges for the extension. All plans and specifications for the construction must be reviewed and approved by Buyer before construction is commenced. Buyer and Seller agree to enter into such further agreements as are reasonably necessary to accomplish water and sewer extensions contemplated by this subsection. (b) 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. (c) On request of Buyer, Seller agrees to exercise his 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, surve~is, covenants, deeds, notes, and deeds of trust and easements relating to the Property. 22 (d) 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. (e) Seller will have six (6) months fallowing closing to remove personal property from the Property. Any personal property that is not removed by Seller within six (6) months following closing will be considered abandoned property. All structures located on the Property are real property. Owner agrees to move all personal property within the Property boundary as necessary to enable Buyer to complete site evaluation, sail evaluation and, any other engineering or site preparation deemed reasonably necessary by Buyer. Seller will have 30 days after the closing to vacate possession of the farmhouse located on the Property. 6. MI3CELLANEOII3 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. 23 (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. 24 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 May 31, 2001 in Hillsborough, North Carolina ("closing Date"). S. Po55ESSION: Possession of the Property shall be delivered at closing, subject to Seller's right of possession for a period of 30 days after the Closing Date as provided in paragraph 5(e). IN WITNESS WHEREOF, the Seller has hereunto set their hands and seals, 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: (SEAL) RODERICK LYNWOOD LATE BUYER: COUNTY OF ORANGE, NORTH CAROLINA By: Stephen H. Halkiotis, Chair Orange County Board of Commissioners ATTEST: Beverly A. Blythe, Clerk to the Board of Commissioners 25 . NORTH CAROLINA COUNTY I, a Notary Public of County and the aforesaid State, certify that personally came before me this day and duly sworn acknowledged that they executed the foregoing instrument for the purposes contained within. Witness my hand and official stamp or seal, this the day of 200_. Notary Public, My commission expires: NORTH CAROLINA COUNTY OF ORANGE 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 the County of Orange 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 200_. Notary Public My commission expires: