HomeMy WebLinkAboutAgenda - 05-14-1996 - IX-G e
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ORANGE COUNTY
BOARD OF COMMISSIONERS
Action Agenda
ACTION AGENDA ITEM ABSTRACT Item No.
Meeting Date: May 14, 1996
SUBJECT: APPROVE PURCHASE OF 501/503'WEST FRANKLIN
DEPARTMENT: PURCHASING AND Public Hearing: No
CENTRAL SERVICES Budget Amendment Reqd? YES
ATTACHMENT(S): INFORMATION CONTACT:
PAM JONES, ext.2650
Contract to purchase Telephone Number-
Hillsborough 732-8181
Chapel Hill 967-9251
Mebane 227-2031
Durham 688-7331
PURPOSE: To consider approving the contract for purchase of property located at 501/503 West
Franklin Street,Chapel Hill.
BACKGROUND: Pursuant to authorization by the Board,staff has negotiated with the Owners of
501/503 West Franklin Street to purchase the property. As you recall,this is the property in which the
proposed Skill Development Center is to be located. As a result of negotiation,we have received an
indication that the Owners will accept an offer of $1,100,000 for the property as it stands. The
attached purchase contract is recommended for approval,conditioned by the following items:
• Ability to receive a Zoning Compliance Permit from the Town of Chapel Hill for the proposed
function;
• Favorable results on physical inspection to include:
• Geotechnical/Environmental survey;
• Roof survey;
• Clear title to the property; and
• Approval of financing. Please note that the Resolution authorizing the Finance Director to
apply to the Local Government Commisison for approval of private placement financing and
to establish a public hearing date for the financing proposals is included as an item for
decisionn on this agenda as well. The results of these proposals will be brought forward for
Board consideration at the June 26 meeting.
The contract will be forwarded to the Owners for their signature upon approval and execution by the
Board.Closing is anticipated within 60 days.
RECOMMENDATION: The Manager recommends that the Board approve the purchase contract, in
substantially the form presented, for$1,100,000 for the property located at 501/503 West Franklin;and
authorize the Chair to sign on behalf of the Board.
NORTH CAROLINA
LAND SAMPURCHASE
ORANGE COUNTY CONTRACT
Contract of Sale dated , 19 ,between
[names of each
(hereinafter referred to as"Seller") and Orange
owner and their spouse]
County,North Carolina (hereinafter referred to as "Purchaser").
In consideration of One ($1.00) Dollar and other good and valuable consideration, Seller and
Purchaser hereby agree as follows:
The Contract Schedule
The following contract schedule defines words and phrases used in the body of this Contract as
follows:
Purchase Price $ 1.100.000.00
Closing Payment $ 1.100.000.00
Broker. Stephen L Manton
ESM Associates '
Address:Post Office Box 4523
Chapel Hill.NC 27515-4523
Municipality Chapel Heil
County Orange
State North Carolina
Closing Place offices of Coleman.Gledhill& Hargrave. Hillsborough.North Carolina
Closing Date (Indicate Time) within 60 days of date of this Contrail
If the Closing Conference is adjourned for any reason,the Closing Date shall be the date to which the
Closing Conference [referred to in subsection 6(a)] is adjourned.
The Project Purposes Orange County Sk>71 Development Center.other Orange County government
services and non governmental office/commercial mixed uses
The Project Improvements_are those existing.
Title Insurance Company to be selected by Purchaser
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Seller's Notice Address: Seller's Notice Copy Address:
Stephen L Manton.agent None
ESM Associates
Post Office Box 4523
Chapel Hill,NC 27515
Purchaser's Notice Address: Purchaser's Notice Copy Address:
County of Orange Geoffrey E. Gledhill
Director of Purchasing and Central Services Coleman, Gledhill& Hargrave,P.C.
Post Office Box 8181 129 E.Tryon Street
Hillsborough,NC 27278 Post Office Drawer 1529
Hillsborough,NC 27278
1.AGREEMENT TO SELL
(a) Seller agrees to sell and convey,and Purchaser agrees to buy the "Subject Premises".
(b) The "Subject Premises" is comprised of the following elements:
(i) the parcel of land located in the municipality,county and state designated in the
Contract Schedule and situated as described in Eahhbit A;
(iii) any buildings,structures and improvements located on the land described in Exhibit A
now or before the Closing Date; and all trees and shrubs located on the land described in Eahhbit A now or
before the Closing Date; ,
(iii) all rights of way or use,riparian rights,water rights,easements,and hereditaments
benefitting or appurtenant to any of the foregoing; and the rents, issues and profits of the land described in
Exhibit A;
(iv) all right,title and interest of the Seller to any land lying in the bed of any street, alley,
or road (open or proposed) abutting the land described in Exhibit A;
(v) all awards arising from a taking pursuant to the right of eminent domain with respect
to the land described in Exhibit A including any award for interference, obstruction or change of grade of
abutting streets,alleys,or roads;
(vii) all causes of action with respect to the foregoing and any recoveries therefrom; and
(viii) the entire estate,right,title,interest,possession,claim and demand of the Seller
therein.
(c) Exhibit A is attached to and is a part of this Contract.
2. THE PURCHASE PRICE
(a) Purchaser agrees to pay the "Purchase Price"designated in the Contract Schedule to Seller.
(b) The Purchase Price shall be paid as follows:
On the Closing Date,Purchaser shall pay the amount indicated as"Closing Payment"in the
Contract Schedule to Seller by Purchaser's check,certified check or official check of a bank or trust
company.
3. SELLER'S REPRESENTATIONS AND COVENANTS
(a) Seller represents and warrants as folwm-
(i) Seller is the owner of the Subject Premises.
(iii) Senor has the full right and authority to execute this Contract and consummate all of
the transactions contemplated by this Contrail.
(iii) (1)The Subject Premises are free and dear of all'Title Defects"except as may be set
forth on Exhibit C. Exhibit C is attached to this Contract and is a part of this Contract.
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(2) 'Title Defects"are mortgages,liens,encroachments,encumbrances,tenancies,
occupancies,restrictions,servitudes,riparian rights,and mineral rights.
(iv) Seller has no knowledge and has received no notice of condemnation or eminent
domain proceedings with respect to all or any portion of the Subject Premises or any interest in the Subject
Premises.
(v) Seller has no knowledge that any lawsuits,actions or proceedings relating to the
Subject Premises have been instituted or threatened.
(vi) No hazardous or toxic substances have ever been stored,buried or otherwise situated
on the land descnbed in Exhibit A.
(virt) Neither all nor part of the Subject Premises is leased to or occupied by any person
except as specified in Exhibit C.
(viii)No option to purchase or lease all or part of the Subject Premises has been granted
except as specified in Exhibit C. No person other than Purchaser has the right to purchase all or part of the
Subject Premises.
(ix) Seller and Purchaser were not introduced to each other by a broker(other than any
person designated as the "Broker" in the Contract Schedule),and no broker(other than any person
designated as the "Broker", in the Contract Schedule)_has participated in negotiations between Seller and
Purchaser.
(b) (i) Seller shall not grant any mortgage,lien,encumbrance,easement,or restrictive covenant
with respect to all or part of the Subject Premises.
.(iii) Seller shall not lease all or any part of the Subject Premises to any person, and Seller shall
not permit any person to take occupancy of all or any part of the Subject Premises.
(iii) Seller shall not permit all or part of the Subject Premises to be encumbered by a mechanics
or materialman's lien.
(iv) Seller shall not consent to any variance or special use permit with respect to the zoning and
building laws applicable to all or part of the Subject Premises without Purchaser's consent except in -
accordance with Section S.
(v) Seller shall not sell all or any part of the Subject Premises except in accordance with this
Contract.
(vi) Except for this Contract,Seller shall not enter into a contract with any person for the sale
of all or part of the Subject Premises,and Seller shall not grant an option to any person for the purchase of
all or part of the Subject Premises.
4. PHYSICAL INSPECTION
(a) Seller grants Purchaser the right to conduct a site investigation of the Subject Premises.
(b) (i) The right to conduct a site investigation includes the right to take measurements,make
inspections,make boundary and topographical survey maps,and conduct geotechnical and other studies.
The geotechnical studies may include test borings,percolation tests,sewage disposal studies,drainage
studies,and studies to determine whether the Subject Premises has been used for dumping or disposal of
chemical or hazardous substances.
(it)The ri&to conduct a site investigation also includes the right to gather information with
respect to the availability of utilities.
(c)•Purr2tmr may exercise the rights granted pursuant to this Section at any time after the date of
this Contract.
(d) (i) Purchaser shall take appropriate safety precautions to avoid the creation or maintenance of
hazards as a result of-the site investigation.
(it) Purchaser shall repair or replace any damage to the Subject Premises caused by the site
investigation.
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S. ZONING AND ENVIRONMENTAL PROCEEDINGS
(a) (i)The following shall apply if any zoning law or other applicable legal requirement prohibits or
restricts the use of the"Project Improvements"for the purposes designated in the Contract Schedule as the
"Project Purposes'in the sole and absolute judgment of Purchaser or if any zoning law or other applicable
legal requirement renders the use of the Project Improvements for the Project Purposes economically
unfeasible in the sole and absolute judgment of Purchaser.
(1) Purchaser may apply for any variance or special use permit which may be necessary to
render the construction of the Project Improvements and their use for the Project Purposes legal and
economically feasible.
(2) Seller shall cooperate with Purchaser in connection with the application and the
prosecution of the application. To this end,Seller shall join in the execution of the application,execute sup-
porting affidavits, furnish appropriate information from time to time, and appear as a witness in connection
with any proceedings relating to the application.
(3) Seller shall consent to postpone the Closing Date to the extent necessary for Purchaser
to complete all proceedings (including litigation and appeals)which may be necessary to obtain any variance
or special use permit required under the circumstances.
(u) (1) If a variance or special use permit for which Purchaser is entitled to apply pursuant to
part (i) is not issued within a reasonable time in Purchaser's opinion,Purchaser may dispute the failure to
issue the variance or special use permit,bring legal proceedings to require that the variance or special use
permit be issued, appeal any adverse decisions,and defend any appeals of favorable decisions.
(2) If a variance or special use permit for which Purchaser is entitled to apply pursuant to
part (t) is issued and any person commences legal proceedings to contest the issuance, Purchaser may
dispute the proceedings,appeal any adverse decisions and defend any appeals of favorable decisions; and
Purchaser may do so in the name of Seller,Purchaser or both..
(3)Seller shall fully cooperate with Purchaser in all respects in connection with the
proceedings.
(iii)A variance or spacial use permit shall be deemed to have been "Validly Issued"only if the
variance or special use permit has been issued and if either the time within which to dispeft the issuance
shall have expired or any dispute relating to the issuance shall have been resolved in.favor of the issuance.
(b) (i) (1) Purchaser may apply to the applicable governmental authorities in the name of Seller,
Purchaser,or both for all appropriate approvals relating to hazardous substances.
(2) Seller shall cooperate with Purchaser in connection with the application and the
prosecution of the application. To this end,Purchaser shall execute a disclosure statement relating to
hazardous substances and supporting affidavits,furnish appropriate information from time to time,and
appear as a witness in connection with any Proceeding relating to the application.
(3) Seller shall consent to postpone the Closing Date to the extent necessary for Purchaser
to complete all proceedings (including litigation and appeals)which may be required for the grant of all
necessary approvals relating to hazardous substances.
(ih) (1) If any necessary approval relating to hazardous substances is not issued within a
reasonable time in Purchasers opinion,Purchaser may dispute the farlure to grant the approval,bring legal
proceedings to require that the approval be granted, appeal any adverse decisions,and defend any appeals
of favorable decisions.
(2)If all necessary approvals relating to hazardous substances are granted and a person
commences legal proceedings to contest the grant or issuance,Purchaser may dispute the proceedings,
appeal any adverse decisions and defend any appeals of favorable decisions; and Purchaser may do so in the
name of Seller,Purchaser,or both.
(3) Seller shall fully cooperate with Purchaser in all respects in connection with the
proceedings.
(iii)A governmental approval relating to hazardous substances shall be deemed to have been
'validly issued" only if the approval has been granted and if either the time within which to dispute-
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the grant or issuance shall have expired or any dispute relating to the grant or issuance shall have
been resolved in favor of the issuance.
(c) (i) (1) Purchaser may apply to appropriate governmental authorities in the name of
Seller, Purchaser, or both for a privilege license; and any other license, permit or approval needed
by Purchaser in order to conduct business at the Subject Premises in accordance with the Project
Purposes.
(2) Seller shall cooperate with Purchaser in connection with the application and the
prosecution of the application. To this end, Seller shall join in the execution of the application,
execute supporting affidavits, furnish appropriate information from time to time and appear as a
witness in connection with any proceedings relating to the application.
(3) Seller shall consent to postpone the Closing Date to the extent necessary for
Purchaser to complete all proceedings (including litigation and appeals)which may be required for
the issuance of all licenses, permits or approvals needed by Purchaser in order to conduct business
at the Project Improvements in accordance with the Project Purposes.
(ii) (1) If any license, permit or approval is not issued within a reasonable time in
Purchaser's opinion, Purchaser may dispute the failure to issue the license, permit or approval;
bring legal proceedings to require that the license, permit or approval be issued; appeal any
adverse decisions, and defend any appeals of favorable decisions.
(2) If a license, permit or approval is issued and any person commences legal
proceedings to contest the issuance of the license, permit or approval, Purchaser may dispute the
proceedings, appeal any adverse decisions and defend any appeals of favorable decisions; and
Purchaser may do so in the name of Seller, Purchaser, or both.
(3) Seller shall fully cooperate with Purchaser in all respects in connection with the
proceedings.
(iii) A license permit or approval referred to in part (i) shall be deemed to have been
"validly issued" only if the license, permit or approval has been issued and if either the time within
which to dispute the issuance shall have expired or any dispute relating to the issuance shall have
been resolved in favor of the issuance.
6. CLOSING
(a) Closing Conference:
(i) The closing conference shall take place at the place indicated as the "Closing Place"
in the Contract Schedule.
(ii) The date of the closing conference shall be the date indicated as the "Closing Date"
in the Closing Schedule or any date to which the Closing Date may be postponed. The Closing
Date may be postponed in accordance with Section 5.
(b) Deed. Condition of Title: The following shall take place at the closing conference:
(i) Seller shall convey good and marketable title to the Subject Premises to Purchaser
by a general warranty deed
(ii) Seller shall deliver to Purchaser actual and exclusive possession of the land
described in Exhibit A and all existing improvements to the land
(iii) Title to the Subject Premises shall be insured as being in accordance with part (iii)
of subsection 3(a) by the "Title Insurance Company" referred to as such in the Contract Schedule
at regular rates and without exceptions other than as set forth in Exhibit C.
(iv) Seller shall execute an affidavit in the form of Exhibit D in accordance with the
Foreign Investors in Real Property Act of 1980, I.R.C. § 1445 as it may be amended from time to
time.
(v) Seller shall pay all transfer taxes applicable to the sale.
(c) Conditions to Closing: The obligation of Purchaser to purchase the Subject Premises
is subject to the fulfillment of the following conditions prior to or at the closing conference:
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(i) The Purchaser must have received authorization from the North Carolina Local
Government Commission to borrow the amount of the Purchase Price on or before the Closing
Date.
(ii) (1) The deed shall be delivered to Purchaser's closing attorney, Geoffrey E.
Gledhill, Coleman, Gledhill & Hargrave, P.C., Post Office Drawer 1529, Hillsborough, NC 27278.
(2) The deed shall be in proper form for recording
(3) Seller shall deliver an affidavit, in form satisfactory to Seller, certifying the
name of each of the heirs of Orville Campbell, their marital status and the name of their spouse, if
married.
(4) All taxes, fees and other charges levied in connection with the execution and
delivery of the deed shall be paid in full by Seller.
(iii) If Seller is a partnership, corporation or public body, Seller shall deposit
satisfactory evidence with Purchaser that Seller has full power and authority to enter into this
Contract; to convey the Subject Premises; to execute the deed and other documents required to be
executed pursuant to this Contract; and to take any and all action in connection with this Contract,
the deed and the other documents.
(iv) Seller shall execute any affidavit of title required by the Title Insurance Company.
(v) (1) By virtue of its ownership of the Subject Premises, Seller shall have
unrestricted right of access by foot and vehicle between the land described in Exhibit A and all
streets, alleys and roads abutting the land described in Exhibit A-
(2) Seller shall have the right to extend its right to access to its employees,
customers and other designees.
(3) The Title Insurance Company shall insure the rights of access.
7. TERMINATION PROVISIONS
(a) Each of the following events is an Event of Cancellation".
(i) If the Purchaser does not receive authorization from the North Carolina Local
Government Commission to borrow an amount equal to the Purchase Price on or before the
Closing Date.
(ii) If Seller's title to the Subject Premises is not in accordance with part (iii) of
subsection 3(a) on the Closing Date.
(iii) If the Title Insurance Company is unwilling to insure on the Closing Date that the
title to the Subject Premises is not subject to any Title Defect except for any Title Defect set forth
in Exhibit C.
(iv) (1) If any representation set forth in subsection 3(a) is incorrect as of the Closing
Date; or
(2) If Seller is in default with respect to any of its obligations pursuant to
subsection 3(b); or
(3) If any condition to closing set forth in subsection 6(c) has not been fulfilled as
of the Closing Date.
(v) If(after making the physical inspections provided for in Section 4) any inspection
report, survey map, or test report discloses a fact (other than any fact set forth in Exhibit C)which
would (in the sole and absolute discretion of Purchaser) either render the land described in
Exhibit A unsuitable for the construction or use of the Project Improvements or render the
construction of the Project Improvements economically unfeasible.
(vi) (1) If, on the Closing Date, any applicable zoning law or other legal requirement
prohibits or restricts the construction of the Project Improvements or prolu'bits or restricts the use
of the Project Improvements for the Project Purposes; or
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(2) if any variance or special use permit for which Purchaser shall have applied
pursuant to subsection 5(a) has not been Validly Issued as of the Closing Date; or
(3) If any applicable governmental approval relating to hazardous substances has
not been Validly Issued as of the Closing Date; or
(4) If any license, permit or approval referred to in subsection 5(c) has not been
"Validly Issued" as of the Closing Date.
(vii) If all or any portion of the Subject Premises has been taken by the exercise of the
power of eminent domain or condemnation before the Closing Date.
(b) If an Event of Cancellation occurs, Purchaser may either accept the Subject Premises
subject to the Event of Cancellation or cancel this Contract by giving notice of cancellation to
Seller, or Purchaser may exercise an applicable legal remedy.
(c) If Purchaser cancels this Contract in accordance with subsection (b), Purchaser shall
pay the sum of Fifty ($50.00) Dollars to Seller as consideration for cancellation and as complete
liquidated damages for all of Purchaser's obligations under this Contract Upon payment,
Purchaser shall be relieved of all liability and responsibility under this Contract, and Seller shall
return (or cause to be returned) to Purchaser any amount deposited by Purchaser pursuant to
subsection 2(b).
(d) If Purchaser cancels this Contract as a result of a Title Defect, Seller shall pay
Purchaser the reasonable cost of title search promptly after the cancellation.
8. ADJUSTMENTS
(a) Real Estate Taxes:
(i) Real estate taxes shall be apportioned on an equitable basis as of the
Closing Date.
(ii) The following shall apply if the land described in Exhibit A and the improvements
situated on the land described in Exhibit A are part of a larger tax lot as of the Closing Date and
have not been separately assessed by the appropriate taxing authority before the Closing Date:
(1) The following shall apply to the apportionment of real estate taxes at the
closing conference.
(aa) The parties shall allocate real estate taxes imposed on the larger tax lot on
an equitable basis between the land described in Exhibit A and the improvements to the land
described in Exhibit A on the one hand and the balance of the larger tax lot on the other hand.
(bb) The apportionment of real estate taxes at the closing conference shall
reflect the allocation.
(2) The following shall apply with respect to installments of real estate taxes that
come due after the Closing Date and before the land described in Exhibit A and the improvements
to the land described in Exhibit A are assessed separately from the balance of the larger tax lot.
(aa) Each installment shall be allocated on an equitable basis between the land
described in Exhibit A and the improvements to the land described in Exhibit A on the one hand
and the balance of the larger tax lot on the other hand.
(bb) Purchaser shall bear the portion of any such installment of real estate taxes
that is allocable to the land described in Exhibit A and the improvements to the land described in
Exhibit A. The balance of any such installment shall be borne by Seller.
(cc) On or before the twentieth day before the date on which any such
installment of real estate taxes is past due, Seller shall deposit with Purchaser the portion of the
installment to be borne by Seller pursuant to sub-subpart (bb). Purchaser shall pay the entire
installment of real estate taxes for the larger tax lot after Seller deposits that amount with
Purchaser and before the date on which interest or a penalty is payable with respect to the
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installment
(dd) This provision shall survive closing.
(b) Assessments: Seller shall pay and discharge any betterment assessment which is levied
against all or part of the Subject Premises and which either (i) is a lien against all or part of the
Subject Premises as of the Closing Date or (ii) although not yet a lien against all or part of the
Subject Premises as of the Closing Date, is attributable to public improvements for which work has
been authorized prior to the Closing Date. If any such betterment assessment is payable in install-
ments and Seller has elected the installment method of payment, all installments shall be deemed
payable as of the day before the Closing Date and shall be discharged of record by Seller.
9. MISCELLANEOUS
(a) Lien of Purchaser's Expenses: Any sums paid pursuant to this Contract and the
reasonable cost of title search and survey are hereby made liens against the Subject Premises.
(b) Destruction: The risk of loss by reason of fire, casualty or condemnation prior to the
closing shall be borne by Seller.
(c) Description of Subject Premises: At Purchaser's option, the deed to be delivered to
Purchaser in accordance with this Contract shall describe the land by metes and bounds in
accordance with the boundary survey map referred to in subsection 4(b).
10. INTERPRETATION AND NOTICE
(a) Cagtions and Headiness Captions and headings used in this Contract are for reference
only and shall not be deemed to define, limit, explain or amplify any provision of this Contract
(b) Use of Pronouns: The words, "it" or "its", in reference to a party, shall be construed to
be a proper reference even if the party is an individual or two or more individuals.
(c) Communication:
(i) No notice, request, consent, approval,waiver or other communication under this
Contract shall be effective unless it is in writing and is properly mailed; and any such
communication shall be effective if it is in writing and is properly mailed.
(ii) A notice, request, consent, approval,waiver; or other communication shall be
properly mailed only if it is mailed by registered or certified mail,postage prepaid and if it is
properly addressed.
(iii) (1) A notice, request, consent, approval,waiver,or other communication intended
for Seller shall be properly addressed only if it is addressed to the address designated as Seller's
Notice Address in the Contract Schedule or any other address Seller designates by giving notice to
Purchaser and if a copy is properly mailed to the address designated as Seller's Notice Copy
Address in the Contract Schedule or to any other person or party Seller designates by giving notice
to Purchaser.
(2) A notice, request, consent, approval,waiver, or other communication intended
for Purchaser shall be properly addressed only if it is addressed to the address designated as
Purchaser's Notice Address in the Contract Schedule or any other address Purchaser designates by
giving notice to Seller and if a copy is properly mailed to the address designated as Purchaser's
Notice Copy Address in the Contract Schedule or to any other person or party Purchaser
designates by giving notice to Seller.
(d) No Oral Chance: This Contract may not be amended, supplemented or cancelled
orally.
(e) Heirs. eta. Bound: This Contract shall be binding upon the heirs, executors,
administrators, personal representatives, assigns and successors of the parties.
(f) Use of the Word"Including": The word "Including" means "including but not limited
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(g) Use of SjMlar or Plural: The singular shall be deemed to include the plural, and the
plural shall be deemed to include the singular.
(h) One Instrument: More than one counterpart of this contract has been executed, but
each such counterpart shall constitute but one and the same instrument.
(i) Use of Word"Am►": The word"Any" means "any and all".
IN WITNESS WHEREOF, all individual parties hereto have executed this contract by
setting forth their signatures and seals, and all corporate parties hereto have caused this instrument
to be executed, ensealed and attested to by it or their duly authorized corporate officers.
SELLERS
(SEAL)
(SEAL)
(SEAL)
(SEAI-)
(SEAL)
(SEAI-)
(SEAL)
(SEAIL)
(SEAL)
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(SEAL)
(SEAL)
(SEAL)
PURCHASER
ORANGE COUNTY, NORTH CAROLINA
BY. (SEAL)
Moses Carey, Jr., Chair to the Board of Commissioners
ATTEST:
Beverly A. Blythe, Clerk
Orange County Board of Commissioners
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Exhibit A
Description of the Land to be Purchased
Exhibit B
THIS PAGE IlVTEN'TIONALLY LEFT BLANK
S
Exhibit C
List of Acceptable rifle Defects
1) existing public street, road, alley, sidewalk easements of record or revealed by survey
2) public water and sewer easements of record or revealed by survey
3) electric and telephone utility easements of record or revealed by survey
4) cable television easements of record or revealed by survey
5) existing Lease between Seller and Caldwell Banker Realty Center for Suites 101, 101-A, 102
and 103 of Bentley Building
6) e3dsting Lease between Seller and Chapel Hill Board of Realtors for Suite.104 of Bentley
Building
7) existing Lease between Seller and Rental Resources of Durham and Chapel Hill for Suite 105
of Bentley Building
8) existing Lease between Seller and James P. Lilly d/b/a Jim Lilly Properties for Suite 106 of
Bentley Building
9) existing Lease between Seller and William D. Rogers d/b/a William D. Rogers Co. for Suite
201 of Bentley Building
10) current year's ad valorem property taxes,which shall be equitably prorated to the Closing
Date.
Exhibit D
Certification of Entity Transferor Relating to
Foreign Investment in Real Property Tax Act
(One for each seller)
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real
property interest must withhold tax if the transferor is a foreign person.. To inform the transferee
that withholding of tax is not required upon my disposition of a U.S. real property interest by
the undersigned hereby certifies the following
(seller)
on behalf of
(seller)
(a) is not a foreign corporation, foreign
(seller)
partnership, foreign trust, or foreign estate (as these terms are defined in the Internal Revenue
Code and Income Tax Regulations);
(b) 's U.S. employer identification number
(seller)
or Social Security number is ; and
(c) 's office address is
(seller) -
(seller)
understands that this certification may be disclosed to the Internal Revenue Service by the
transferee and that any false statement contained herein could be purled by fine,imprisonment,
or both.
Under penalties of perjury, I declare that I have examined this certification and to the best
of my knowledge and believe it is true, correct, and complete, and I further declare that I have
authority to sign this document on behalf of
(seller if partnership or corporation)
Date: , 19
Title