HomeMy WebLinkAboutAgenda - 11-15-2005-5jORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: November 15, 2005
Action Agenda
Item No.
SUBJECT: Property Acquisition: Eubanks Road
DEPARTMENT: Purchasing and Central PUBLIC HEARING: (Y!N) No
Services/Solid Waste
ATTACHMENT(S):
Purchase Agreement
INFORMATION CONTACT:
Pam Jones (919) 245-2652
Gayle Wilson (919) 968-2885
PURPOSE: To consider purchasing approximately 6.23 acres on Eubanks Road for use by the
Solid Waste Department far a sum of $125,000.
BACKGROUND: The owner of the property located on the south side of Eubanks Road
adjacent to the west side of the Orange County Landfill has agreed to sell the property to the
County far $125,000. An appraisal performed by Analytical Consultants, dated October 14,
2005 indicates an appraised value of $100,000. Staff believe that the proximity to the Landfill
and need for the property for various Solid Waste uses justify the $125,000 purchase price.
The property would be utilized by the County to carry out various Solid Waste programs and
functions that might include, but not necessarily be limited to:
• a storage facility for deconstructed material that may of use in County projects, or offered
for sale to the public
• improved sight distance far safe vehicular access, increased buffering flexibility, and
broader options far a septic system to serve the new Solid Waste Operations Center that
will be constructed on the adjacent County-owned property
• future equipment and vehicle stationing (especially in conjunction with BOCC approved
reassignment of Sanitation Division to the Solid Waste Management Department)
• other facilities as the BOCC may determine pending consideration of a revised Solid
Waste Facilities Master Plan
The property owner has expressed the wish to close on the property as quickly as practicable,
hopefully prior to the holidays.
FINANCIAL IMPACT: The property will be paid for via an appropriation of fund balance from
the Solid Waste Enterprise Fund.
RECOMMENDATION(S): The Manager recommends that the Board approve the purchase of
the 6.23 acres on Eubanks Road from Jian Chen and wife, Linhua Song, for the sum of
$125,000; and authorize the Manager, County Attorney, Finance Director and Purchasing
Director to execute paperwork incidental to the closing.
Prepared by: Geoffrey E. Gledhill
Return to: Geoffrey E. Gledhill, P.O. Drawer 7.529,
Hillsborough, NC 27.78
STATE OE NORTH CAROLINA
COCINTY OF ORANGE
OFFER TO PURCHASE AND CONTRACT
THIS OFFER TO PURCHASE t1ND CONTRACT ("i~greement"), made and
entered into this the day of 2005 by and between
JIAN CHEN, et ux, LIDIHUA SONG, having an. address of 191 Forsythe
Drive, Chapel Hill, Dlorth Carolina 27517, hereafter called
"Seller", and ORANGE COUPITY, D10RTF1 CAROLINA, having an address
of P.O. [3ox II181, Hillsborough, Clorth Carolina 27278, hereafter
called "Buyer";
W.ITNESSETH:
Bi.~yer hereby offers L'o purchase and Seller agrees to sell
and convey, all of that plot, piece or parcel of real. property
located in Orange County, North Carolina, ~,rhich said real
property is more particularly described as fol.loars:
1
Orar!g~o County Parcel. IclenC_itication Plumber 9870-96-
6967, T~18L 7.18..27E (appro::imately b. 23 ar_t:es) .
'i'HE TERh'iS AidD CONDfTIOPdS 0[' T}lIS AGREEiflGt4T ARE lS FOLL06dS:
1., PURCHASE PRICE: Tile purchase price for the Property
sha11 be One i?utldred T~,;enty-five Thousand anal !40/100 Dollars
(5125,000.00) alas any amount due Seller as the result of the
calculation made in Section 9{0l of this A.gl:eement. The purchase
prir_e shall be paid by payment in cash, wire- or closing attorney
trust account check, at Seller's option, at the closing.
2. TITLE: Title will be delivered to Buyer at: closing by
a General Warranty Deed made to ORADIGE COUPIT'i, !vORTH CAROLIh1A,
.;hick shall be fee simple marketable title, -ree of liens,
etlCUmbranCeS, ea Sem P.n Y_S, 1:e5t ri r_t l.OP.s, rlghtS and COndinOllS,
including, but not limited n, any promissory note, mortgage,
deed of trust, real estate contract, right. of first -refusal, or
OptlOn t0 1Jlly, Other C}lap OU r!`ent prOp2 L'ty taY.eS and L'1. i~h Y-S,
reSer~iatlOllS, COVeilalltS, ease?Rents, COndlni~IlS, a11d re5tr].C'tlOn.S
of reco~:d as of the effective date of this Agree=_ment that do not
materially affect the Value of the ?ron~'rty or unduly interf•ar.e
s•~ith Buyer's intended use o,_ the Property, and those exceptions
approved in writing by Buyer ("'ermined Exceptions"). 'She
dcscr-ip~ti.on of the Property Chat t•ri11 be used in t}le deed from
Se]1e.r to Buyer will be ol~,~*aineci f.rorn a s~_irvey of t: he Property
to be obtained Ley anri paid for t.~y Buyer.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER:
Seller makes the fOllovr llig rep?:eSentati.0i!s and Ora r1'a n%le5 tC;
Buyer:
(a) Tlt1P_. At. the ('1O51ng Lia te, Seller haS gCCd,
marketable, and indefeasible fee simple title to ti7e Property
subject only to the Permitted Exceptions, and Se11er 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. parsons the right tc 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 trhatsoever to
se 11 the Property or any portion. thereof to any party otl'ler than
Buyer.
(d) Construction Liens. To the extent any improvements
hate 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 ';rill l:c-en the Property free from
such liens that might resu.Lt and to indemnify, defend, and hold
IIuyer harmless from any and all such liens and all attorneys'
L'e'es of?d Otller COStS 1!1CllLred b}' L"eaS01'1 tfle r20f.
(e) f2epOrtS. X11 fiepOrtS, ClOrtiflCateS, aLld Oi. filer
doCU:Tlel7t5 Cu`ntal.rlil7g factual inOrmat].C)77 dell';ered b :>c'11t:]', Or
Uy Teller's agents i:7 connecti;;n orith t]-~i^, Agreement, are and
sha7.1 be, to the best of veller's l.7~cnaledge, true and compL~t:=
a fl is mall llOt :;Onta l'1 an',% UnC?:Ue st8tcm~>Cit OL ma tel:lal tctCt Or
omit to state any ma Cerl.al fact, the dlsc?.^sure of ~.ah:t.ch is
n2 CeSSarV t0 ma}:2 t}1e Stdt eme;ltS COn to ].:1ed t}1 e.2ein and .'!..n tI11.S
Agreement, in 1i.ght of the circumstances under which thr-.y ar.e
made, not misleadiny_
(i) Inspections and Environmental.
(1) Se.1].er has no knowledge of any underground
storage tanks being located on the Property. Buyer. agrees tc
perform a Phase I En~iironmenl:al Assessment o= the Property
(hereafter "the Phase I"), at Euyer's expense. Should the P}-rase
I disclose that one or more underground storage tanks a~:e
1or_ated on the property, a condit:i.on prer_edent to Buyer's
ob1_igation to c.?.ose on the sale of the Propert~•~ i.s that the
follc~.ai.ng he done at Sea.ler''s expense: (1) any undergrowltl
storage tanks located on the Property be remo~~c;d, (?) all
discharged ;:uel. oil or other contaminants be removed from the
Property, (?) a COpj% Oi a L°.rtlflC3te deRlOnstrati.ng r'°mOVal ar,d
clean-up he provided Co Buyer, c/o Pam ,Jones, Director of
Purchasing and C:entra:i. Serv~.ces, Orar!ge County, Plo?"th Carolina,
P.O. Box 3191, Hillsborough, ,~4orth Ca?"oli.na 272`1 F3, ds soon as
t'1?~' -•pr%].L7.i'n1:P_ is d'ial.l.ab1.•':. a;7d l:~l '.17a O_"i.^1.1::1 Oi 7.,-la
Certli: 1. G3 to )>e Drp Vld•9_C} t:` 13uy P1: at t.}le ClOS7.l:q.
(G) r'.elli~r 4la rratl'S and ?-er)rt9SP_f:i_S t0 ~{Oyer aS
tollovls:
(i) Seder has no b;nov7ledge cf, and ar.ter
reasonable inquiry no reason to believe: (A) that any industrial
USe has been made Of i_f:e PI.-O[J C-rty, (Bj tl-?a t. t}le PrOpe.rt_y }lay
been used for the storage, treatment or disposal of chemicals Or
any arastes or materials that are classified by federal, State or
local laws as hazardous or toxic sui~stances, or (C) that any
manufacturing, landfilling or chemical. production has occurred
on the P.reperty.
(ii) 'Phe Property is in compliance with all
federal., State and local environmc-ntal laws and regulations,
including, but not limited to, the Compreherai~~e En.vironment:a].
Fesponse, Compensation and Liability Act of 1580 ("CERCLA"),
Public Law No, 96-510, 59 Seat. 2767, 9~ USC. 9601 et. seq „ and
the Super:fund Amendmants and Reauthor.i_zatien Act of 1935
("SP.RA"), Public La'.•1 No. 99-999, 100 5tat. 15'13.
(iii) Seller has fully disclosed to Buyer the
eXlS tei":CL', eiitent end llature Of arty ha Za rdOLrS Ir1atC-.:rl.a ].S,
S l1bS'-tances, 4Jaste5 Or Othel' P,iIV].r01lmP_n tally L'eC7 Lllat.ed SUbS'tanCeS
(]. 1lCluc9.ing W1tl1OUt 11ITlltat l0n, any nla'ter7.als C0I1'Cai nlr1g
asbestos), in er under: the Prcpe~r.ty or use in c:onnect;,ion
ther'ewi.th.
(it,,) g.~l ?.er ~:;i 11 DrOm(_.itl ~ Se?"1 ~:~ is Ci f~~1',~,-;r r'0~~1.@S Of
gnat C•i tat:~0115, Orders I10tiCr-5 Or O1.!'~.r ^lati'rldl, CIO~I%e.r'n^?enCal
Or Ot he r'r COmnIUn=Cat 101': rc CelVed bJit}1 r'.=Sp~?Ct. 1.0 any e'la ZarClOtiS
matel.-lalS"r SubStanCF..S, 4JaSteS Or OC)leY i'rl.'i rC:n[7?. Iltally r^t7L'1atC:C~
substances aifectir,g the ^r%~oerty•
(3) Seller shall indemnify at~d hold Buyer harmless
from and against (i) any and all damages, penalties, fines,
claims, 11ens, 5411.5, 1_18bil1tie5, COSt S' (;-nCl!1d1. Ilg Cl@8n-llp
GOStS), 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
by Seller
indirect result- of an.V i•Jarrant:y or. representation made
in subsection (f) herein being false or untrue in any material
respect, Or (11) a11y LeCjU7r2me11t under any laia, regulation or
ordinance, local, State or federal, aJhicll requires the
1.1 lmina t].011 Or' renlOVal 07. anV ha'La t'dOUS Ina t2r].a 15, substances,
o-rastes or other enti-ironmentaliy regulated substances by Buyer or
Seller or any transferee or assignee of Buyer or Seller.
(9} Should the nllase Z disclosa the es:~.stenc0~: on 'the
PrOl~e 1"ty O' ally ha~ar!-)OL1S !iia to L'1a15, SlibS ten Ce S, blaS tc'.S Ol: OtI'ler
e.nVlrOii?Tlet?~:al l.y 1'egU'1at.ed 54b5tdilf:e5 (' nCltldl.ng ':f1tr?CUt
limita~l,i.on, any mate=rial.^, cvntain,ingasi~est{7s), a condition
nrecede.nt to Buyer's obligation to close on the Yale, of tPte
eller'.~ c:.xp~:nse: (i)
Pr.'operty i_, t11ai: the foll.orJ_ng be done at .,
ij
:~1?y ,S'uC11 rll8 tol;ial Or' SL11"JStc,nC~a 1~7Cat~^, is OP. the Ploperty }J°.'
l: e[nOVed, (=.=) Ut.her i`.OUP.d CUni_arll ]. t?ant"5 be 1(-'lTIOVe;:I from t(?e.
Property, (iii) that, a copy of a certificate dc-monstrating
removal and clean-I-ip b:s proviCied to Buyer, c/o Path Jones,
Director of Purchasing and Central Services, Qrange County,
North Carolina, P.O. Box 8181, Hillsborough, Ptorth Carolina
272?8, as soon as the certificate is avai7.able and (ivy that the
oriainai of tha certificate be provided to Buyer at the closing.
(5) Seller's obligations under' this Section sha11
survive the closing and continue in full. effect notwithstanding
receipt by Seller o*_" t-he purchase price.
(g) Re L.p-esentationsJWarranties. A11 reprasentat.i.cns and
+.rarranties contained in this Agreement. are true and correct as
of the date of eaecuti.on: of this Agreement and will be true as
of the Closinq Date and shall survive Closing and execution of
the Deed and shall not be merged therein.
9.. SETTLEMENT CHARGES:
(a) Seller shall pay for the preparation of th= deed, for
tt?e preparation and r.ecordi.ng of a]. 1. documents necessary to
convey marketable fee simple tir.le free of liens and
C'.n CUm}Jra RC eS, e}; t:.ept t:he Peril?lttei:l +.,;•:Cept lOnS, anCl tOr' thP_
excise L'az required by lase..
(b) Buyer shah pay for recording the de+=d.
`~
(C.) Ad 'ialrrpm tr.'. }:e5 O11 t}1 u- 2?'Cper-y, if Bnjl, f01' th•d
calendar year in ';ihich the rlosi.ng Occurs shall ,~._ pald by
,.,e ].ler at t~?e C10Si nq. ri Credlt 101' Cr0-'"A I:-d ad '.%d 1'.>rr"ft t.a:!f'_S
on the Property that ;could be d~.le Se11.er i.f the taxes :rerz
prorated to the date of sale shall be added to the purchase
price as prov.i.ded in Section 1 of this Agreement, Seller sha11
pay any Orange County ad -valorem tares on personal property of
Se11er l"or the entire year of i:he closing, Se11er shall pay all
taxes on the property for years prior to 7.005, deferred tares on
the property and any tax penalties including late listing
penalties.
5. CONDTTTONS:
a) Seller agrees to all.oer Buyer access to the Fropc-rtv
for the purpose of inspecting, s..Irveying, test.i.ng and analyzing
the Property at any tame pra.or to the c1_osir.g.
(b) On request of Bclyc-r., Seller agrees to exercise
Seller's best efforts to deliver' to Buyer, as soon as reasor]ably
possible foll.ot.'ing the signing of this Agreement, copies of any
title lnfOrmat1011 In pOSS:'.SS1iJn of Cr available t0 Se,l.la_r,
including, but not limited to, title insurance po'ii.cies,
att01'ne VS' Opln iOn5 on title, SUr i'eyS, CO Venat?ts, der"3d S, T10%eg,
and de~dds Of trU.S't and ea S~dmell l::g r_al at: 1. l?CJ t0 t.1?e PrOCert-}r,
~o
(c) Any and al?. deeds o_ trust, liens o*~ other charges
aga.;nst the. Property not assumed by ltuyer must be paid and
cancelled by Buller prior t.o or at closing.
~, MISCELLANEOUS PROVTSTONS:
(a) This Agreement embodies and constitutes °~he entire
understanding betl~reen the parties with respect to the
transaction contemplated herein ann.', 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 al: instrument signed by the party against
whom the enforr_ement- c±= such ~~raiver, modification, amendment or
discharge or termination. is sought, and then only to the extent
set forth in such instrtment
(b) This Agreement =hall be governed by and canstnted i.n
accordance with the- 1a,~s of the State o= Nort}? Carolina,
~~rithout, ho~.aever, giving effect to any principle of conflicts or'.
law.
(c) The captions in Chis Aare=meat are inserted :Eon
convenience of reference only and in no uray d~=fine, describe or
limit: the scope or intent of this Pgreement or any of the
provisions hereof,
(d) Any provision f-~erein con~`ained eahi.ch by :its nature and
8L1`eot is L'egUlred i:O be Obi;e l.'ved, }:eDt Gr pe L'i. (J lamed <': I'f ~e 1' talc
C lUSl.ng Da't e, shall sUrv 7.Ve ti':e CIOSi.nq alld T'emaln liindir?g llp Oi?
and for the benefit of the parti•as heratn, their heirs, personal
reprC-s eCltatl~ies, SUCCesSOrs Or c'.SS i. gl"ls, Untl ~ fully UCJSe r""ved,
kept or performed.
(e) This i?greement shal'_ be binding and shall inure to file
benefit of the parties hereto and their respecti=/e
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 singl.ilal: sha11
include the plural and the plural shall inr_lude the singular, as
the context. may require.
(a) Any provision contained i. r. this Agreement vrhich by its
nature and effect, if required to be obsc-i:ved, 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: A11 parties agree to execute any and all
documents and papers necessary in connection with the clos.iny
and transfer of title to the Pr.operi:y in Hi17.sborough, [dorti?
Carolina otit}?;n i0 days of tt?e approval. by ti?e To,dn of Chanel
Hi.11 of the application of IIuyer. for Buv+er's governmantal. Llsc of
the ~t:operty.
10
i ~~
8.. POSSESSION: Possession of the Fr0(:,ra7`,y shall. be.
delivered at clcsi.ng.
IN WITNESS WHEREOF, Se.1.1er has hereunto execute-d this Ofrer
t0 F'll YChaSC: and COI1t ra Ct. tale day anCl year 4lrl t.t P.I1 BbOVe, 3114
Buyer has caused this instrument to be signed by its duly
authorized representatives the day and year .:ritten above.
JSAN CHEN
• ~ C.~~ ...c... ~. y~S'~if,
?~zra!-loA soNG
Bti]'ER:
ORANGE COUNT`t, 1VORTf1 CAROLTIdA
By:
loses Carey, Jr., Chair
Orange County Board o.f
!'ommissioners
ATTEST:
Donna S. Baker, Clerk
to the Bcarra of Commissioners
]. ].
13
tooRTH caROLINA
oRANCE CCUNT~_
I,~~ ~~~ a Notary Fublic of _~ ~or'•t'tY
and tl'ae d:L O1:eSald it at2, Cer'~1.L`; that: Jlan '..hen an^ LlIlI1L'a Spng
personally appeared before me this day and acknetaiedged the ~iue
execution of the foregoing instrum~en.t.
Witless my hand and official stamp or seal, this the ~Q~`'
day of~p~p~_~~. _, 2005.
Ste'°7"b~t~i~Z`tC -----
Notary Fublic
My comrnissicn expires:
NORTH CAROLINA
ORANGE COUNTY
I, a Notary Public or L'he County and State aforesaid,
certify that Donna S. Baker personally came before me this clay
and ac6:naoledged L'hat she is Clerk to the Board of Commissioners
fcr Orange County, North Caro:Lina and that by authority duly
given and as the act of Orange County, North Carolina the
foregoing instrument vas signed in its name by the Chair of said
Board of Commissioners and attested by her as Cler}: t.o said
Board of Commissioners.
iditness my hand and official stamp or seal, this the
day of _, 2005.
Notary Fublic
My commissic:n e~:pi res:
1.2
i~
Permitted tixcept.i.ons
road, street and utility easements of record;
2005 nropert,; taxes;
no other.
l~