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HomeMy WebLinkAboutAgenda - 01-26-2004-8fORANGE COUNTY BOARD OF COUNTY COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: January 26, 2004 Action Agenda Item No. SUBJECT: Approval of Contract to Purchase Real Property- Hope Creek, Ltd. DEPARTMENT: Environment and Resource Conservation PUBLIC HEARING: (Y/N) No ATTACHMENT Location Map Draft Contract to Purchase INFORMATION CONTACT: David Stancil, 245-2590 Rich Shaw, 245-2591 TELEPHONE NUMBERS: Hillsborough 732-8181 Chapel Hill 968-4501 Durham 688-7331 Mebane 336-227-2031 PURPOSE: To authorize the purchase of a 1.1-acre tract along New Hope Creek from Hope Creek, Limited to protect an important riparian corridor and potential future trail. BACKGROUND: The Lands Legacy Program, adopted in April 2000, works with landowners and other conservation partners to protect the County's most important natural and cultural resources, Through this program, the County uses a variety of voluntary means to protect lands, including fee-simple acquisition, acceptance of land donations, and purchase or donation of conservation easements. The types of land protected include parkland, natural areas and wildlife habitat, riparian buffers, prime farmland and historic and cultural sites. Since inception, Lands Legacy has protected over 1,000 acres in Orange County. Consistent with the approved Lands Legacy action plan for 2003-04, ERCD is working with Durham County and the Triangle Land Conservancy to acquire riparian lands and conservation easements to protect an open space corridor along New Hope Creek from Erwin Road to the Durham County line - a distance of nearly one mile along the creek. This project would link Duke Forest lands in Orange County to New Hope Creek open space in Durham County. The proposed trail will help implement the New Hope Creek Master Plan, adopted in 1989, In December 2003, Orange County acquired an easement from the Fisher family for a future trailhead at the site of the former Hollow Rock Store (Erwin Road). ERCD is working with Hope Creek, Ltd., to purchase an adjacent 1.1-acre parcel located along the Orange-Durham boundary, The negotiated purchase price is $1,600, or $1,500 per acre. In December 2003, Durham County purchased an adjacent 23-acre tract from the same landowner (Hope Creek, Ltd.). A map of these properties is provided as an attachment. FINANCIAL IMPACT: The negotiated purchase price for the property is $1,600. Other estimated transactional costs, including survey, title insurance and closing fees, will total less than $2,000. The cost of the purchase ($3,600) would come from the Lands Legacy Opportunities Fund (approximately $407,000 remaining unencumbered). The Budget Office will bring a Capital Project Ordinance forward in an upcoming budget amendment abstract. RECOMMENDATION: The Manager recommends that the Board approve the contract to purchase this property as presented, and further recommends that the Board authorize the County Attorney and staff to negotiate any points in the contract other than the purchase price, as necessary, with a closing expected to occur by February 28, 2004. CO??RD e B QLLQ R ® OCKRD O •® a ? o y d n i -? o e 0 a 0 v S Q t 10 J-1 010 - c,, - ? /' I- m 4 STATE OF NORTH CAROLINA COUNTY OF ORANGE OFFER TO PURCHASE AND CONTRACT DRAFT 3/25/03 THIS OFFER TO PURCHASE AND CONTRACT ("Agreement"), made and entered into this the day of , 2003 by and between HOPE CREEK, LIMITED, a having an address of P.O. Drawer 71219, Durham, North Carolina 27722, 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: 5 THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE AS FOLLOWS: 1. PURCHASE PRICE: The purchase price for the Property shall be ONE THOUSAND SIX HUNDRED AND FIFTY AND 00/100 DOLLARS ($1,650). 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 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, 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, 6 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. (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. (e) 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, (f) 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 7 Agreement, in light of the circumstances under which they are made, not misleading. (g) Environmental. (1) Buyer has received a copy of a Phase I Environmental Assessment of the Property dated December 13,2002 ("the Phase I"). (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 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 that Seller has no knowledge of the existence, extent and nature of 8 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 (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 existing or placed on the Property at any time up to and including the Closing Date. (4) 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 9 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, 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 the entire cost of the survey of the Property and all other closing costs other than those associated with environmental cleanup, if necessary, as provided in paragraph 3(f). 10 5. 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. 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 11 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. (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. 12 (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 February 28, 2004 in Hillsborough, North Carolina ("Closing Date"). 8. POSSESSION: Possession of the Property shall be delivered at closing. 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: HOPE CREEK, LIMITED By: [Typed Name, Title] BUYER: 13 ORANGE COUNTY, NORTH CAROLINA By: Barry Jacobs, Chair Orange County Board of Commissioners ATTEST: Donna S. Baker, Clerk to the Board of Commissioners NORTH CAROLINA COUNTY I, , a Notary Public of County and the aforesaid State, certify that 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 200. 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. 14 Witness my hand and official stamp or seal, this the day of 200. Notary Public My commission expires: