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HomeMy WebLinkAboutAgenda - 04-03-2018 6-b - Site Acquisition Development of a Multi-Purpose County CampusORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: April 3, 2018 Action Agenda Item No. 6 -b SUBJECT: Site Acauisition Development of a Multi- Purpose Countv Campus DEPARTMENT: County Manager's Office; County Attorney's Office; Asset Management Services ( "AMS "); Sheriff's Office ATTACHMENT(S): 1 — Site Assembly 2 — Conceptual Land Plan 3 — Purchase & Sale Agreements 1 INFORMATION CONTACT: Bonnie Hammersley, 919 - 245 -2306 John Roberts, 919 - 245 -2318 Jeff Thompson, 919 - 245 -2658 Sheriff Charles Blackwood, 919 -245- 2900 PURPOSE: To: 1) Authorize the Manager to proceed with the acquisition of approximately 21 acres located within the Hillsborough Highway 70 /Cornelius Street corridor known as the "Hwy 70 Site Assembly" for the development of the Orange County Northern Campus site that addresses multiple County Capital Investment Plan initiatives; and 2) Authorize the Manager to execute the necessary documents for closing the transaction upon final review of the County Attorney. BACKGROUND: On January 23, 2018, the Board of Orange County Commissioners validated a purchase and sale agreement and necessary examination of a three parcel assembly of approximately 21 acres known as the Orange County Northern Campus assembly (note Attachment 1 — "Site Assembly "). The Board directed the Manager and staff to continue the physical and regulatory examination of the Site Assembly for potential acquisition on or before the outside closing date of April 7, 2018. Physical Due Diligence. Results of all examination efforts listed in this section yielded satisfactory conclusions. Examination efforts included soils, geotechnical study, cultural & archaeological study, utility availability and capacity, environmental study, wetland and storm water management delineation, traffic circulation, off -site considerations, and conceptual land planning for a campus contemplated to house an Orange County Detention Center, Environment and Agriculture Center, and Park Operations Base (note Attachment 2 — "Conceptual Land Plan "). Land Use. The Site Assembly is within the Town of Hillsborough Extra - Territorial Jurisdiction ( "ETX), governed by the Hillsborough Unified Development Ordinance ( "UDO "), and is currently PA, zoned Rural Residential. With the support of the Hillsborough Town Manager and Planning Director /Assistant Town Manager, Orange County has applied for a "Suburban Office" Future Land Use Amendment as well as an Economic Development District ( "EDD ") Zoning Amendment. These designations will allow all of the contemplated uses within this government services campus to include an Orange County Detention Center, the Environment and Agriculture Center, and the Park Operations Base. After the required public hearing process and review by the Hillsborough Planning Board, the amendments were approved by the Town Board on March 26, 2018. Voluntary annexation may be requested by the County at a future time and was not an action required for this future land use and zoning amendment process. Land Records Assessment. Survey, land records and title examination were performed and yielded no significant exceptions. Timeline. Should the Board authorize this acquisition, closing will occur on or before April 7, 2018. The anticipated development schedule is as follows: Design Spring -Fall, 2018 Construction Manager at Risk Guaranteed Maximum Price Award* Winter, 2019 Construction Notice to Proceed Winter, 2019 Construction Winter, 2019 -Fall, 2020 Occupancy Certifications; Move & Occupation Winter, 2020 - Spring 2021 *BOCC Action FINANCIAL IMPACT: The purchase price for the Site Assembly is $394,050 (note Attachment 3 — "Purchase and Sale Agreements "). Closing costs for the County total $1,906.16. Adequate funds will have been appropriated for this initiative once the Detention Center, Environment and Agriculture Center and Parks Operations Base Capital Projects are combined, because of the efficiencies of the joint use of this site. The combined appropriations of $28.10 million are adequate to support all project costs (including the land acquisition) as well as to provide for project contingency funds. SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goals are applicable for this item: • GOAL: FOSTER A COMMUNITY CULTURE THAT REJECTS OPPRESSION AND INEQUITY The fair treatment and meaningful involvement of all people regardless of race or color; religious or philosophical beliefs; sex, gender or sexual orientation; national origin or ethnic background; age; military service; disability; and familial, residential or economic status. • GOAL: ENSURE ECONIOMIC SELF - SUFFICIENCY The creation and preservation of infrastructure, policies, programs and funding necessary for residents to provide shelter, food, clothing and medical care for themselves and their dependents. • GOAL: ENABLE FULL CIVIC PARTICIPATION Ensure that Orange County residents are able to engage government through voting and volunteering by eliminating disparities in participation and barriers to participation. K RECOMMENDATION(S): The Manager recommends the Board: 1) Authorize the Manager to proceed with the acquisition of approximately 21 acres located with the Hillsborough Highway 70 /Cornelius Street corridor known as the "Hwy 70 Site Assembly" for the development of the Orange County Northern Campus site that addresses multiple County Capital Investment Plan initiatives; and 2) Authorize the Manager to sign the necessary documents for closing the transaction upon final review of the County Attorney. 9864397758: Across from Highway Patrol 4 ti 1 Attachment 2 - - ' I 1' AGRICULTURAL SKILLS AND I �� RATION GARDENS C� PARK & i _ i 0 A2 NOSCPPE ,y RIDE DETENTION FACILITY PARKING 43E as E � DEMONST CULTURAL ,I acwTY ORANGE COUNTY � � � NORTHERN CAMPUS AGRICULTURAL m `\ CONCEPT FACILITY t PARKING ^ TRUCKS /TRAILERS G� 57 W 228.80 AGRICULTURAL SKILLS I— I DEMONSTRATION AREA 1 m I —I ExISTING DETENTION j I POND FACILITY i I -1_1 _ 589'27'33 "E 497.59' I I PERIMETER LANDSCAPE BUFFER y v I ? PARK m OPERATIONS,/ OFFICE �_--- - - - - -- PARKING PARK OPERATIONS � FACILITY Io � PARK o. z OPERATIONS / I I- OFFICE 'I ACCESS DRIVEWAY PARKS &RECREATION � STORAGE YARD STORMWATER /MANAGEMENT \` \ .0 PERIMETER LANDSCAPE BUFFER `( N89'40'19 "W 349.56' N89'55'08 "W N89'40 '22 "W 421.57' laclal$' / W. so' PUBuc n GRAPHIC SCALE C: REAL EBTATE TIIIS AGREEMENT, including any and all addenda attached hereto ( "Agreement "), is by and between Ora.ncie Countv FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS: Section 1. Terms and Definitions: The terms listed below shall have the respective meaning given them as set forth adjacent to each term. (a) !PronertY ": (Address) X24 hTerst Bill Ate. North 70 ®Y7 Hillsborough, NC 27278 Plat Reference: Lot(s) 1 , Block or Section , as shown on Plat Book or Slide 94 at Page(s) 68 Orange County, consisting of 10.40 acres. If this box is checked, "Property" shall mean that property described on Exhibit A attached hereto and incorporated herewith by reference, (For information purposes: (i) the tax parcel number of the Property is: 9864 -39 -2344 and, (ii) some or all of the Property, consisting of approximately 10.40 acres, is described in Deed Book 3446 , Page No. 29 Oran e r County.) together with all buildings and improvements thereon and all fixtures and appurtenances thereto and all personal property, if any, itemized on Exhibit A. $ $192,400. 00 (b) "Purchase Price" shall mean the sum of One Hundred Ninety -Two Thousand Four HuncIred Dollars, payable on the following terms: $ 2,500.00 (i) "Earnest Money" shall mean Two Thousand, Five Hundred Dollars or terms as follows: Upon this Agreement becoming a contract in accordance with Section 14, the Earnest Money shall be promptly deposited in escrow with Pickett-Sprouse Real Estate Inc. (name of person/entity with whom deposited- "Escrow Agent "), to be applied as part payment of the Purchase Price of the Property at Closing, or disbursed as agreed upon under the provisions of Section 10 herein. Page 1 of 8 This form jointly approved by: STANDARD FORM 580 -T North Carolina Bar Association Revised 7/2017 REALTORS North Carol, 'on of REALTORS ®, Inc Q 7/2017 Buyer Initials Seller Initials ,m% Pickett-Sprouse Real Facets - corporate, PO Box 52118 Durham, NC 27717 Phone; 919. 493 -0393 Fax: 919493.1323 MO PS -Omnge Lynne Mpaolo Produced with zlpFcmt® by 21pLoglx 18070 FlReen Mlle Road, Fraser, Mlchlilan 48026 ) w. i =bc ^rn rA ANY EARNEST MONEY DEPOSITED BY BUYER IN A TRUST ACCOUNT MAY BE PLACED I.N AN INTEREST BEARING TRUST ACCOUNT, AND: (check only ONE box) ANY INTEREST EARNED THEREON SHALL BE APPLIED AS PART PAYAWNT OF THE PURCHASE PRICE OF THE PROPERTY AT CLOSING, OR DISBURSED AS AGREED UPON UNDER THE PROVISIONS OF SECTION 10 HEREIN. (Buyer's Taxpayer Identification Number is: ) IM ANY INTEREST EARNED THEREON SHALL BELONG TO THE ACCOUNT HOLDER IN CONSIDERATION OF THE EXPENSES INCURRED BY MAINTAINING SUCH ACCOUNT AND RECORDS ASSOCIATED THEREWITH. (ii) Proceeds of a new loan in the amount of Dollars for a term of years, with an amortization period not to exceed years, at an interest rate not to exceed % per annum with mortga a to discount points not to exceed % of the loan amount, Buyer shall pay all costs associated with any such loan. (iv) Assumption of that unpaid obligation of Seller secured by a deed of trust on the Property, such obligation having an outstanding principal balance of $ and evidenced by a note bearing interest at the rate of percent ( %) per annum, and a current payment amount of $ $ 189,900-00 (v) Cash, balance of Purchase Price, at Closing in the amount of One Hundred Eighty -Nine Thousand, Nine Hundred Dollars. (c) "CloshqC shall mean the date of completion of the process detailed in Section 11 of this Agreement. Closing shall occur on or before or 120 days from Contract Date (d) "Contract Date" means the date this Agreement has been fully executed by both Buyer and Seller. (e) "Examination Period" shall mean the period beginning on the first day after the Contract Date and extending through 5 :00pm (based upon time at the locale of the Property) on 90 days from Contract Date TIME IS OF THE ESSENCE AS TO THE EXAMINATION PERIOD. P e_ f8 Buyer Initials _ Seller Initialase�- STANDARD FORM 580 -T Revised. 7/2017 © 712017 Produced with zlpForme by zipLogix 18070 Fifteon Mile Road, Fraser, Michigan 48026 www.zipLoaix.com MO-PS-orange (f) "Br €tlLer s " shall mean: /A ("Listing Agency"), ( "Listing Agent" - License 0 ) Acting as: a Seller's Agent; F J Dual Agent and Pickett- 8pLouse Real _state I.na („Selling Agency "), 14ark O'Neal ( "Selling Agent" License tt 77115 ) Acting as: M Buyer's Agent; U Seller's (Sub) Agent; Dual Agent (g) "Seller's Notice Address" shall be as follows: 1.221 Buckho�rr Road bang, NC 27302 T. c -mail address: bkinn2024@qmai1. conj fax number: except as sarric may be changed pursuant to Section 12, (h) "Buyer's Notice Address" shall be as follows: c/o Jeff Thompson P.O. Bar 0181 �1.1.�bra�eatrh, NC 2727t1 e-mail address: jethompson12lorangecountync. ov fax number. - except as same may be changed pursuant to Section 12. ' �°. (i) If this block is marked, additional terms of this Agreement are set forth on Exhibitattached hereto and incorporated herein by reference. (Note: Under North Carolina law, real estate agents are not permitted to draft conditions or contingencies to this Agreement,) 0) If this block is marked, additional terms of this Agreement are set forth on the Additional Provisions Addendum (Form 581 T) attached hereto and incorporated herein by reference. Section 2. Sale of Property and Payment of Purchase Price: Seller agrees to sell and Buyer agrees to buy the Property for the Purchase Price. Section 3. Proration of Expenses and Payment of Costs: Seller and Buyer agree that all pro pe xes on c e ar year basis), leases, rents, mortgage payments and utilities or any other assumed liabilities cue any, shall be prorated as of the date of Closing. Seller shall pay for preparation of a deed and all other documents necessary to perform Sellers obligations under this Agreement, excise tax (revenue stamps), any deferred or rollback taxes, and other conveyance fees or taxes required by law, and the following: N/A Buyer shall pay recording costs, costs of any title search, title insurance, survey, the cost of any inspections or investigations undertaken by Buyer under this Agreement and the following: N/A Each patty shall play its lawn attorney's fees Section 4. Deliveries: Seller agrees to use best efforts to deliver to Buyer as soon as reasonably possible after the Contract Date copies of all material information relevant to the Property in the possession of Seller, including but not limited to; title insurance policies (and copies of any documents referenced therein), surveys, soil test reports, environmental surveys or reports, site plans, civil drawings, building plans, maintenance records and copies of all presently effective warranties or service contracts related to the Property. Seller authorizes (1) any attorney presently or previously representing Seller to release and disclose any title insurance policy in such attorney's file to Buyer and both Buyer's and Seller's agents and attorneys; and (2) the Property's title insurer or its agent to release and disclose all materials in the Property's title insurers (or title insurer's agent's) file to Buyer and both Buyer's and Seller's agents and attorneys. If Buyer does not consummate the Closing for any reason other than Seller default, then Buyer shall return to Seller all materials delivered by Seller to Buyer pursuant to this Section 4 (or Section 7, if applicable), if any, and shall, upon Seller's request, provide to Seller copies of (subject to the ownership and copyright interests of the preparer thereof) any and all studies, reports, surveys and other information relating directly to the Property prepared by or at the request of Buyer, its employees and agents, and shall deliver to Seller, upon the release of the Earnest Money, copies of all of the foregoing without any warranty or representation by Buyer as to the contents, accuracy or correctness thereof. il Page 3 f 8 Buyer Initials ° _ Seller initials a .._ Produced wfth zipFonnO by zrpLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www,zioLooix.cam STANDARD FORM 580 -T Revised 7/2017 07/2017 MO PS- Orange 9 Section 5. Evidence of Title: Seller agrees to convey fee simple insurable title to the Property without exception for mechanics' liens, free and clear of all liens, encumbrances and defects of title other than: (a) zoning ordinances affecting the Property, (b) Leases (as defined in Section 7, if applicable) and (c) specific instruments on the public record at the Contract Date agreed to by Buyer (not objected to by Buyer prior to the end of the Examination Period), which specific instruments shall be enumerated in the deed referenced in Section 11 (items 5(a), 5(b) and 5(c) being collectively "Permitted Exceptions "); provided that Seller shall be required to satisfy, at or prior to Closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property (or any personal property listed on Exhibit A) after the Contract Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Section 6. Conditions: This Agreement and the rights and obligations of the parties under this Agreement are hereby made expressly conditioned upon fulfillment (or waiver by Buyer, whether explicit or implied) of the following conditions: (a) New Loan: The Buyer must be able to obtain the loan, if any, referenced in Section 1(b)(ii). Notwithstanding, after N /P, , Seller may request in writing from Buyer a copy of the commitment letter. If Buyer fails to provide Seiler a copy of the commitment letter within five (5) days of receipt of Seller's request, then Seller may terminate this Agreement by written notice to Buyer at any time thereafter, provided Seller has not then received a copy of the commitment letter, and Buyer shall receive a return of Earnest Money. (b) Qualification for Assumption: The obligations of Buyer under this Agreement are conditioned upon Buyer being able to assume the existing loan described above. If such assumption requires the lender's approval, Buyer agrees to use its best efforts to secure such approval and to advise Seller immediately upon receipt of the lender's decision. Approval must be granted on or before N/A . On or before this date, Buyer has the right to terminate this Agreement for failure to be able to assume the loan described above by delivering to Seller written notice of termination by the above date, time being of the essence. If Buyer delivers such notice, this Agreement shall be null and void and Earnest Money shall be refunded to Buyer. If Buyer fails to deliver such notice, then Buyer will be deemed to have waived this condition. Unless provided otherwise in Section 3 hereof, Buyer shall pay all fees and costs associated with any such assumption, including any assumption fee charged by the lender. At or before Closing, Seller shall assign to Buyer all interest of Seller in any current reserves or escrows held by the lender, any property management company and/or Seller, including but not limited to any tenant improvement reserves, leasing commission reserves, security deposits and operating or capital reserves for which Seller shall be credited said amounts at Closing. (c) Title Ex ruination: After the Contract Date, Buyer shall, at Buyer's expense, cause a title examination to he made of the Property before the end of the Examination Period. In the event that such title examination shall show that Seller's title is not fee simple insurable, subject only to Permitted Exceptions, then Buyer shall promptly notify Seller in writing of all such title defects and exceptions, in no case later than the end of the Examination Period, and Seller shall have thirty (30) days to cure said noticed defects. If Seller does not cure the defects or objections within thirty (30) days of notice thereof, then Buyer may terminate this Agreement and receive a return of Earnest Money (notwithstanding that the Examination Period may have expired). If Buyer is to purchase title insurance, the insuring company must be licensed to do business in the state in which the Property is located. Title to the Property must be insurable at regular rates, subject only to standard exceptions and Permitted Exceptions. (d) Same Condition: If the Property is not in substantially the same condition at Closing as of the date of the offer, reasonable wear and tear excepted, then the Buyer may (i) terminate this Agreement and receive a return of the Earnest Money or (ii) proceed to Closing whereupon Buyer shall be entitled to receive, in addition to the Property, any of the Seller's insurance proceeds payable on account of the damage or destruction applicable to the Property, (e) Inspections: Buyer, its agents or representatives, at Buyer's expense and at reasonable times during normal business hours, shall have the right to enter upon the Property for the purpose of inspecting, examining, conducting timber cruises, and surveying the Property; provided, however, that Buyer shall not conduct any invasive testing of any nature without the prior express written approval of Seller as to each specific invasive test intended to be conducted by Buyer. Buyer shall conduct all such on -site inspections, examinations, testing, timber cruises and surveying of the Property in a good and workmanlike manner, at Buyer's expense, shall repair any damage to the Property caused by Buyer's entry and on -site inspections and shall conduct same in a manner that does not unreasonably interfere with Seller's or any tenant's use and enjoyment of the Property, In that respect, Buyer shall make reasonable efforts to undertake on -site inspections outside of the hours Seller's or any tenant's business is open to the public. Buyer shall provide Seller or any tenant (as applicable) reasonable advance notice of and Buyer shall cause its agents or representatives and third party service providers (e.g. inspectors, surveyors, etc.) to give reasonable advance notice of any entry onto the Property. Buyer shall be obligated to observe and comply with any terms of any tenant lease which conditions access to such tenant's space at the y Page d of 8 Buyer Initials i T Seller Initials, C _„ _ STANDARD FORM 580-T Revised 7/2017 0712017 Produced with ZlpForrnS by zipLogix 18070 Fifteen Mils Road, Fraser, Michigan 40026 www.zipLooix.com MO PS- Orange i[t; Property, Upon Seller's request, Buyer shall provide to Seller evidence of general liability insurance, Buyer shall also have a right to review and inspect all contracts or other agreements affecting or related directly to the Property and shall be entitled to review such books and records of Seller that relate directly to the operation and maintenance of the Property, provided, however, that Buyer shall not disclose any information regarding this Property (or any tenant therein) unless required by law and the same shall be regarded as confidential, to any person, except to its attorneys, accountants, lenders and other professional advisors, in which case Buyer shall obtain their agreement to maintain such confidentiality. Buyer assumes all responsibility for the acts of itself, its agents or representatives in exercising its rights under this Section 6(e) and agrees to indemnify and hold Seller harmless from any damages resulting therefrom, This indemnification obligation of Buyer shall survive the Closing or earlier termination of this Agreement. Except as provided in Section 6(c) above, Buyer shall have from the Contract Date through the end of the Examination Period to perform the above inspections, examinations and testing, IF BUYER CHOOSES NOT TO PURCHASE THE PROPERTY, FOR ANY REASON OR NO REASON, AND PROVIDES WRITTEN NOTICE TO SELLER THEREOF PRIOR TO THE EXPIRATION OF THE EXAMINATION PERIOD, 'THEN THIS AGREEMENT SHALL TERMINATE, AND BUYER SHALL RECEIVE A RETURN OF THE EARNEST MONEY. Section 7. Leases (Check one of the following, as applicable): Z1 If this box is checked, Seller affirmatively represents and warrants that there are no Leases (as hereinafter defined) affecting the Property. I£ this box is checked, Seller discloses that there are one or more leases affecting the Property ( "Leases ") and the following provisions are hereby made a part of this Agreement. (a) A list of all Leases shall be set forth on Exhibit B. Seller represents and warrants that as of the Contract Date, there are no other Leases, oral or written, recorded or not, nor any subleascs affecting the Property, except as set forth on Exhibit B; (b) Seller shall deliver copies of any Leases to Buyer pursuant to Section 4 as if the Leases were listed therein; (c) Seller represents and warrants that as of the Contract Date there are no current defaults (or any existing situation which, with the passage of time, or the giving of notice, or both, or at the election of either landlord or tenant could constitute a default) either by Seller, as landlord, or by any tenant under any Lease ( "Lease Default"). In the event there is any Lease Default as of the Contract Date, Seller agrees to provide Buyer with a detailed description of the situation in accordance with Section 4. Seller agrees not to commit a Lease Default as Landlord after the Contract Date, and agrees further to notify Buyer immediately in the event a Lease Default arises or is claimed, asserted or threatened to be asserted by either Seller or a tenant under the Lease, (d) In addition to the conditions provided in Section 6 of this Agreement, this Agreement and the rights and obligations of the parties under this Agreement are hereby made expressly conditioned upon the assignment of Seller's interest in any Lease to Buyer in form and content acceptable to Buyer (with tenant's written consent and acknowledgement, if required under the Lease). Seller agrees to deliver an assignment of any Lease at or before Closing, with any security deposits held by Seller under any Leases to be transferred or credited to Buyer at or before Closing. The assignment shall provide: (i) that Seller shall defend, indemnify and hold Buyer harmless from claims, losses, damages and liabilities (including, without limitation, court costs and attorneys' fees) asserted against or incurred by Buyer which are caused by or the result of any default by Seller under any Lease prior to the date of Closing, and (ii) that Buyer shall defend, indemnify and hold Seller harmless from claims, losses, damages and liabilities (including, without limitation, court costs and attorneys' fees) asserted against or incurred by Seller which are caused by or the result of any default by Buyer under any Lease after the date of Closing. (e) Seller also agrees to execute and deliver (and work diligently to obtain any tenant signatures necessary for same) any estoppel certificates and subordination, nondisturbance and attornment agreements in such form as Buyer may reasonably request. Section 8. Environmental: Seller represents and warrants that it has no actual knowledge of the presence or disposal, except as in accordance with applicable law, within the buildings or on the Property of hazardous or toxic waste or substances, which are defined as those substances, materials, and wastes, including, but not limited to, those substances, materials and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 CFR Part 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302.4) and amendments thereto, or such substances, materials and wastes, which are or become regulated under any applicable local, state or federal law, including, without limitation, any material, waste or substance which is (i) petroleum, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) designated as a Hazardous Substance pursuant to Section 311 of the Clean Water Act of 1977 (33 U.S.C. §1321) or listed pursuant to Section 307 of the Clean Water Act of 1977 (33 U.S.C. §1317), (v) defined as a hazardous waste pursuant to Section 1004 of the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6903) or (vi) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §9601). Seller has no actual knowledge of any contamination of the Property from such substances as may have been disposed of or stored on neighboring tracts. Page 5 of 8 Buyer Initials Seller Initials STANDARD FORM 580-T Revised 7/2017 Q 7/2017 Produced with zipForm@ by zipLoglx 18070 Fifteen Mile Road, Fraser, Michigan 48026 s rm.aiot og x.com MO PS- orange 11 Section 9. Risk of Loss/Damage/Repair: Until Closing, the risk of loss or damage to the Property, except as otherwise provided herein, shall be bome by Seller. Except as to maintaining the Property in its same condition, Seller shall have no responsibility for the repair of the Property, including any improvements, unless the parties hereto agree in writing. Section 10. Earnest Money Disbursement: In the event that any condition hereto is not satisfied, then the Earnest Money shall be refunded to Buyer. In the event of breach of this Agreement by Seller, the Earnest Money shall be refunded to Buyer upon Buyer's request, but such return shall not affect any other remedies available to Buyer for such breach. In the event of breach of this Agreement by Buyer, the Earnest Money Deposit shall be paid to Seller as Iiquidated damages and as Seller's sole and exclusive remedy for such breach, but without limiting Seller's rights under Section 6(c) or Section 22 of this Agreement, It is acknowledged by the parties that payment of the Earnest Money to Seller in the event of a breach of this Agreement by Buyer is compensatory and not punitive, such amount being a reasonable estimation of the actual loss that Seller would incur as a result of such breach. The payment of the Earnest Money to Seller shall not constitute a penalty or forfeiture but actual compensation for Seller's anticipated loss, both parties acknowledging the difficulty determining Seller's actual damages for such breach. NOTE: In the event of a dispute between Seller and Buyer over the disposition of the Earnest Money held in escrow, a licensed real estate broker is required by state law (and Escrow Agent, if not a broker, hereby agrees) to retain the Earnest Money in the Escrow Agent's trust or escrow account until Escrow Agent has obtained a written release from the parties consenting to its disposition or until disbursement is ordered by a court of competent jurisdiction, Alternatively, if a broker or an attorney licensed to practice law in North Carolina is holding the Earnest Money, the broker or attorney may deposit the disputed monies with the appropriate clerk of court in accordance with the provisions of N.C.G.S. §93A- 12, Seller and Buyer hereby agree and acknowledge that the Escrow Agent assumes no liability in connection with the holding of the Earnest Money pursuant hereto except for negligence or willful misconduct of Escrow Agent. Escrow Agent shall not be responsible for the validity, correctness or genuineness of any document or notice referred to under this Agreement. Seller and Buyer hereby agree to indemnify, protect, save and hold harmless Escrow Agent and its successors, assigns and agents pursuant to this Agreement, from any and all liabilities, obligations, losses, damages, claims, actions, suits, costs or expenses (including attorney fees) of whatsoever kind or nature imposed on, incurred by or asserted against Escrow Agent which in any way relate to or arise out of the execution and delivery of this Agreement and any action taken hereunder, provided, however, that Seller and Buyer shall have no such obligation to indemnify, save and hold harmless Escrow Agent for any liability incurred by, imposed upon or established against it as a result of Escrow Agent's negligence or willful misconduct, Section 11. Closing: At or before Closing, Seller shall deliver to Buyer a special warranty deed and other other documents customarily executed or delivered by a seller in similar transactions, including without limitation, a bill of sale for any personalty listed on Exhibit A, an owner's affidavit, lien waiver forms (and such other lien related documentation as shall permit the Property to be conveyed free and clear of any claim for mechanics' liens) and a non - foreign status affidavit (pursuant to the Poreign Investment in Real Property Tax Act), and Buyer shall cause to be delivered the funds necessary to pay to Seller the Purchase Price. The Closing shall be conducted by Buyer's attorney or handled in such other manner as the parties hereto may mutually agree in writing, Possession shall be delivered at Closing, unless otherwise agreed herein, The Purchase Price and other funds to be disbursed pursuant to this Agreement shall not be disbursed until the Buyer's attorney's (or other designated settlement agent's) receipt of authorization to disburse all necessary funds. Section 12. Notices: Unless otherwise provided herein, all notices and other communications which may be or are required to be given or made by any party to the other in connection herewith shall be in writing (which shall include electronic mail) and shall be deemed to have been properly given and received (i) on the date delivered in person or (ii) the date deposited in the United States mail, registered or certified, return receipt requested, to the addresses set out in Section 1(g) as to Seller and in Section 1(h) as to Buyer, or at such other addresses as specified by written notice delivered in accordance herewith, (iii) upon the sender's receipt of evidence of complete and successful transmission of electronic mail or facsimile to the electronic mail address or facsimile number, if any, provided in Section 1(g) as to Seller and in Section 1(h) as to Buyer or (iv) on the date deposited with a recognized overnight delivery service, addressed to the addresses set out in Section 1(g) as to Seller and in Section 1(h) as to Buyer, or at such other addresses as specified by written notice delivered in accordance herewith. If a notice is sent by more than one method, it will be deemed received upon the earlier of the dates of receipt pursuant to this Section. Section 13. Counterparts; Entire Agreement: This Agreement may be executed in one or more counterparts, which taken together, shall constitute one and the same original document, Copies of original signature pages of this Agreement may be exchanged via facsimile or e-mail, and any such copies shall constitute originals. This Agreement constitutes the sole and entire agreement among the parties hereto and no modification of this Agreement shall be binding unless in writing and signed by all parties hereto. The invalidity of one or more provisions of this Agreement shall not affect the validity of any other provisions hereof and this Agreement shall be construed and enforced as if such invalid provisions were not included. Vae, of S Buyer Initials i 8 Seller Initials STANDARD FORM 580 -T Revised 7/2017 0 7/2017 Produced with zipForrnO by zlpLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLon x.00m MO PS CJrnnge 12 Section 14, Enforceability: This Agreement shall become a contract when signed by both Buyer and Seller and such signing is communicated to both parties; it being expressly agreed that the notice described in Section 12 is not required for effective communication for the purposes of this Section 14. The parties acknowledge and agree that: (i) the initials lines at the bottom of each page of this Agreement are merely evidence of their having reviewed the terms of each page, and (ii) the complete execution of such initials lines shall not be a condition of die effectiveness of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties, their heirs, successors and assigns and their personal representatives. Section 15. Adverse Information and Compliance with Laws: (a) Seller Knowledge: Seller has no actual knowledge of (i) condemnation(s) affecting or contemplated with respect to the Property; (ii) actions, suits or proceedings pending or threatened against the Property; (iii) changes contemplated in any applicable laws, ordinances or restrictions affecting the Property; or (iv) governmental special assessments, either pending or confined, for sidewalk, paving, water, sewer, or other improvements on or adjoining the Property, and no pending or confirmed owners' association special assessments, except as follows (Insert "None" or the identification of any matters relating to (i) through (iv) above, if any): a4_a_ Note: For purposes of this Agreement, a "confirmed" special assessment is defined as an assessment that has been approved by 'a governmental agency or an owners' association for the purpose(s) stated, whether or not it is fully payable at time of closing. A "pending" special assessment is defined as an assessment that is under formal consideration by a governing body. Seller shall pay all owners' association assessments and all governmental assessments confirmed as of the date of Closing, if any, and Buyer shall talce title subject to all pending assessments disclosed by Seller herein, if any. Seller represents that the regular owners' association dues, if any, are $ N/A per Year (b) Compliance: To Seller's actual knowledge, (i) Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to or affecting the Property; (ii) performance of the Agreement will not result in the breach of, constitute any default under or result in the imposition of any lien or encumbrance upon the Property under any agreement or other instrument to which Seller is a party or by which Seller or the Property is bound; and (iii) there are no legal actions, suits or other legal or administrative proceedings pending or threatened against the Property, and Seller is not aware of any facts which might result in any such action, suit or other proceeding, Section 16. Survival of Representations and Warranties: All representations, warranties, covenants and agreements made by the parties hereto shall survive the Closing and delivery of the deed. Seller shall, at or within six (6) months after the Closing, and without further consideration, execute, acknowledge and deliver to Buyer such other documents and instruments, and take such other action as Buyer may reasonably request or as may be necessary to more effectively transfer to Buyer the Property described herein in accordance with this Agreement. Section 17. Applicable Law: This Agreement shall be construed under the laws of the state in which the Property is located. This form has only been approved for use in North Carolina. Section 1$, Assignment: This Agreement is freely assignable Section 19. Tax - Deferred Exchange: In the event Buyer or Seller desires to effect a tax - deferred exchange in connection with the conveyance of the Property, Buyer and Seller agree to cooperate in effecting such exchange; provided, however, that the exchanging party shall be responsible for all additional costs associated with such exchange, and provided further, that a non - exchanging party shall not assume any additional liability with respect to such tax - deferred exchange. Seller and Buyer shall execute such additional documents, at no cost to the non - exchanging party, as shall be required to give effect to this provision. Section 20. Memorandum of Contract: Upon request by either party, the parties hereto shall execute a memorandum of contract in recordable form setting forth such provisions hereof (other than the Purchase Price and other sums due) as either party may wish to incorporate. Such memorandum of contract shall contain a statement that it automatically terminates and the Property is released from any effect thereby as of a specific date to be stated in the memorandum (which specific date shall be no later than the date of Closing). The cost of recording such memorandum of contract shall be borne by the party requesting execution of same. Section 21. Authority: Each signatory to this Agreement represents and warrants that he or she has full authority to sign this Agreement and such instruments as may be necessary to effectuate any transaction contemplated by this Agreement on behalf of the party for whom he or she signs and that his or her signature binds such party. Pagel of 8 Buyer Initials Seller Iruttals' r -� _ STANDARD FORM 580 -T Revised 7/2017 07/2017 Produced with zipFarm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 vAvw.zipLoaix.com mo ps- orange 13 Section 22. Brokers: Except as expressly provided herein, Buyer and Seller agree to indemnify and hold each other harmless from any and all claims of brokers, consultants or real estate agents by, through or under the indemnifying party for fees or commissions arising out of the sale of the Property to Buyer, Buyer and Seller represent and warrant to each other that: (i) except as to the Brokers designated under Section 1(f) of this Agreement, they have not employed nor engaged any brokers, consultants or real estate agents to be involved in this transaction and (ii) that the compensation of the Brokers is established by and shall be governed by separate agreements entered into as amongst the Brokers, the Buyer and/or the Seller. Section 23. Attorneys Fees. If legal proceedings are instituted to enforce any provision of this Agreement, the prevailing party in the proceeding shall be entitled to recover from the non- prevailing party reasonable attorneys fees and court costs incurred in connection with the proceeding, El EIFS /SYNTHHETIC STUCCO: If the adjacent box is checked, Seller discloses that the Property has been clad previously (either in whole or in part) with an "exterior insulating and finishing system" commonly known as "ELF'S" or "synthetic stucco ". Seller makes no representations or warranties regarding such system and Buyer is advised to make its own independent determinations with respect to conditions related to or occasioned by the existence of such materials at the Property, THE NORTH CAROLINA ASSOCIATION OF REALTORS ®, INC. AND THE NORTH CAROLINA BAR ASSOCIATION MAKE NO REPRESENTATION AS TO THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION OF THIS FORM IN ANY SPECIFIC TRANSACTION, IF YOU DO NOT UNDERSTAND THIS FORM OR FEEL THAT IT DOES NOT PROVIDE FOR YOUR LEGAL NEEDS, YOU SHOULD CONSULT A NORTH CAROLINA REAL ESTATE ATTORNEY BEFORE YOU SIGN IT. BUYER: SELLER: Individual Individual Date: Date: Business Entity Name of Entity) By: Name: Bonnie 33. Harnmerale y Title: Date: 1 Date: - r %f, r Date; Business Entity (Name of Entity) By: Name: Title: Date: The undersigned hereby acknowledges receipt of the Earnest Money set forth herein and agrees to hold said Earnest honey in accordance with the terms hereof. Pickett—Sprouse Pteal Estate, Inc. (Nance of Escrow Agent) - Date - -. -- -- By: Page 8 of 8 STANDARD FORM 580 -T Revised 7/2017 0712017 Produced with zlpForrrM by zipLogix 1 8070 Fifteen Mile Road, Fraser, Michigan 48026 yaM,zlpLOaix.com MOPS- Orange A. 14 15 k AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY FOR 524 WEST HILL AVE. NORTH, HILLSBOROUGH, NC BUYER - -- ORANGE COUNTY SELLER - -MARY HALL COPELAND rk • ; �. AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY FOR 524 WEST HILL AVENUE NORTH, HILLSBOROUGH, NC BUYER -- ORANGE COUNTY SELLER -- -MARY HALL COPELAND Buyer and Seller desire to amend certain terms and conditions of the Agreement for Purchase and Sale of Real Property ("Agreement") and to keep in effect all terms and conditions of the Agreement not inconsistent with the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to the following modifications to the Agreement: 1. Earnest Money: $2,500 to be held in escrow from the Contract Date, refundable through the mutually agreed Examination Perlod, and credited to purchase at closing. 2. Examination Period and Termination: Buyer and Seller acknowledge_uyer's right to terminate the Agreement for any reason without fault, liability, or further obligation to Buyer at any time during the Examination Period and receive full refund of the Earnest Money. 3. Site Control: Seller agrees not to market the Property through the Closing date and any extensions thereof. 4. Any conflict of terms between the Agreement and any other exhibit or addendum thereto and this Exhibit C shall be resolved with priority given to the terms in this Exhibit C, which shall control. 5. Approvals: Closing is conditioned upon formal approval of both the Local Government Commission of North Carolina and the Board of County Commissioners of Orange County. Without such approvals Buyer shall not be obligated to Purchase the Property. To the extent practical Buyer shall seek to obtain such approvals during the Examination Period. 6. Closing: Closing is conditional upon Buyer's simultaneous closing of the adjoining Betsy H. Tilley tracts, Pin Nos.9864 -39 -8253 and 9864 -39 -7758. Ff u 17 Mary Hall Copeland 7 emu. Date BUYER Orange County Date Bonnie B. Harnmersley County Manager W KNOW ALL PERSONS BY THESE PRESENTS: I, at attorney -in -°fact for me and /in my ( "Principal ") maintaining an address ? do hereby make and appoint ( "Agent ") maintaining an address at: I j2,;- 3 my true and lawful and in my behalf. My Agent shall have full power and authority to perform any act, power, duty, legal right or obligation whatsoever that I now have or may later acquire in connection with or relating to any person, item, transactiop, thing, business, property, real or personal, tangible or intangible, or matter whatsoever as I could do if personally present. I hereby ratify and confirm all acts that my Agent, or my Agent's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights hereby granted. My Agent's powers and authority shall include, but not be limited to: 1. To conduct, engage in, and transact any and all lawful business of whatever kind or nature, on my behalf and in my name. 2. To enter into binding contractsf on my behalf and to sign, endorse and execute any written agreement and document necessary to enter into any such contract and /or agreement, including but not limited to applications, assignments, bills of sale or lading, bonds, contracts, covenants, conveyances, deeds, options, trust deeds, security agreements, leases, mortgages, notes, insurance policies, receipts, title I may revoke this Power of Attorney at any time by providing written notice to my Agent. IN WITNESS WHEREOF, � � ! 9 ame of Principal) has executed this Durable Powek of Attor ey on / (date) at Ode- (city), /�� � _ (state). Signat re of ("Principal-*) On this da- (date) I declare that the Principal indicated that he understands the nature of this document and is signing it freely and voluntarily. Furthermore, the Principal appears to be of sound mind and does not appear to be under duress. Witness Signature• Name: City: State: - NOTARY PUBLIC =U ununm,q�u, W, THIS AGREEMENT, including any and all addenda attached hereto ( "Agreement "), is by and between Orange Countv FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS: Section 1. Terms and Definitions: The terms listed below shall have the respective meaning given them as set forth adjacent to each term. (a) " property ".- (Address) 1020 US 70 West Hillaborough, NC 27278 Plat Reference: Lot(s) 4A & 2 , Block or Section , as shown on Plat Book or Slide 94 at Page(s) 68 _ Orange County, consisting of 10.9 acres. If this box is checked, "Property" shall mean that property described on Exhibit A attached hereto and incorporated herewith by reference, (For information purposes: (i) the tax parcel number of the Property is: 9864 -39 -8253 a 9864 - 397758 and, (ii) some or all of the Property, consisting of approximately acres, is described in Deed Book DB4638/201 DB5244/78 DB344/29 Orange County.) together with all buildings and improvements thereon and all fixtures and appurtenances thereto and all personal property, if any, itemized on Exhibit A. $ $201,650.00 (b) "purchase Pricer' shall mean the sum of Two Hundred One Thousand six Hundred Exfty Dollars, payable on the following terms: $ 2,500.00 (1) "Earnest Monev" shall mean Two Thousand, Five Hundred _ Dollars or terms as follows: Upon this Agreement becoming a contract in accordance with Section 14, the Earnest Money shall be promptly deposited in escrow with Pickett - Sprouse Real Estate, Inc. (name of person/entity with whom deposited- "Escrow Agent "), to be applied as part payment of the Purchase Price of the Property at Closing, or disbursed as agreed upon under the provisions of Section 10 herein. Page 1 of 8 This form jointly approved by: STANDARD FORM 580 -T North Carolina Bar Association Revised 7/2017 PrALTORa North Carolina ojation of REALTORS ®, Inc 07/2017 Buyer Initials i ` Seller Initials at°` v Pickett- Spruu¢e Real &taro- Corporate, PO 52118 Durham, NC 27717 Phone: 919 -093-0395 Fax: 919A93.1523 Mo Purchase Orange Mork MI-1 Fraduced w8h zlpForrn®by zipLogix 18070 Fifteen Mlk Road, Fraser, Michlgan 48026 www21 ahr.e� 21 ANY EARNEST MONEY DEPOSITED BY BUYER IN A TRUST ACCOUNT MAY BE PLACED IN AN INTEREST BEARING TRUST ACCOUNT, AND: (check only ONE box) ANY INTEREST EARNED THEREON SHALL DE "PLIED AS PART PAYMENT OF THE PURCHASE PRICE OF THE PROPERTY AT CLOSING, OR DISBURSED AS AGREED UPON UNDER THE PROVISIONS OF SECTION 10 HEREIN. (Buyer's Taxpayer Identification Number is: ) ANY INTEREST EARNED THEREON SHALL BELONG TO THE ACCOUNT HOLDER IN CONSIDERATION OF THE EXPENSES INCURRED BY MAINTAINING SUCH ACCOUNT AND RECORDS ASSOCIATED THEREWITH. (ii) Proceeds of a new loan in the amount of time, the promissory note may be prepaid in whole or in part without penalty and without further interest on the amounts prepaid from the date of such prepayment. (NOTE: In the event of Buyer's subsequent default upon a promissory note and deed of trust given hereunder, Seller's remedies may be limited to foreclosure of the Property. (iv) Assumption of that unpaid obligation of Seller secured by a deed of trust on the Property, such obligation having an outstanding principal balance of $ and evidenced by a note bearing interest at the rate of percent ( %) per annum, and a current payment amount of $ 199,150. 00 (v) Cash . balance of Purchase Price, at CIosing in the amount of One Hundred Ninety—Nine Thousand, One Hundred Fifty Dollars. (c) "Closin ' shall mean the date of completion of the process detailed in Section 11 of this Agreement. Closing shall occur on or before or 120 daps from Contract Date (d) "Contract Date" means the date this Agreement has been fully executed by both Buyer and Seller, (e) "Examination Period" shall mean the period beginning on the first day after the Contract Date and extending through 5 ;00pm (based upon time at the locale of the Property) on 9L days from Contract Date TIME IS OF THE ESSENCE AS TO THE EXAMINATION PERIOD. Page 2 of 8 Buyer Initials Seller Initials STANDARD FORM 580-T Revised 7/2017 07/2017 Produced wfth ApForm® by ApLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 wwwApLogix &grn MO Purchase Wd (f) "It Qkeer(s)" shall. mean: N/ ` ("Listing Agency "), - - ( "Listing Agent" - License # -- -- ) Acting as: Seller's Agent; Dual Agent and Piakett ®,SProuae gel of: i e-, -Inc (,"Selling Agency"), Mark O'Neal ( "Selling Agent " - license #f 77=119 } Acting as: Buyer's Agent; Seller's (Sub) Agent; Dual Agent �s (g) "Seder's Notice Address" shall be as follows: 2999 Governors Court Mebane, NC 21302 e -mail address: fax nurnber: except as same may be changed pursuant to Section 11 (h) "Buyer'sdotice Atldressf0 shall be as follows: C/o Jeff -2 2TER2n P .0 . fox $1$1, iii 11abc,s ouc Y1, N 27275 e-mail address: jekhora non @or ncrecount rne. Gov fax number: except as same may be changed pursuant to Section 12. r (i) If this block is marked, additional terms of this Agreement are set forth on Exhibit Jr pat ched hereto and incorporated herein by reference. (Note: Under North Carolina law, real estate agents are not permitted to draft conditions or contingencies to this Agreement.) (j} If this block is marked, additional terms of this Agreement are set forth on the Additional Provisions Addendum (Form 58I -T) attached hereto and incorporated herein by reference. Section 2. Sale of Property and Payment of Purchase Price: Seller agrees to sell and Buyer agrees to buy the Property for the Purchase Price, Section 3. Proration of Expenses and Payment of Costs: Seller and Buyer agree that all prop! t 5. on a calendar year basis), j leases, rents, mortgage payments and utilities or any other assumed liabilities as-d it-$, if any, shall be prorated as of the date of Closing. Seller shall pay for preparation of a deed and all other do trments necessary to perform Seller's obligations under this Agreement, excise tax (revenue stamps), any deferred or rollback taxes, and other conveyance fees or taxes required by law, and the following: N/A Buyer shall pay recording costs, costs of any title search, title insurance, survey, the cost of any inspections or investigations undertaken by Buyer under this Agreement and the following: Each party shall pay its own attorney's fees, Section 4. Deliveries: Seller agrees to use best efforts to deliver to Buyer as soon as reasonably possible after the Contract Date copies of all material information relevant to the Property in the possession of Seller, including but not limited to: title insurance policies (and copies of any documents referenced therein), surveys, soil test reports, environmental surveys or reports, site plans, civil drawings, building plans, maintenance records and copies of all presently effective warranties or service contracts related to the Property. Seller authorizes (1) any attorney presently or previously representing Seller to release and disclose any title insurance policy in such attorney's file to Buyer and both Buyer's and Seller's agents and attorneys; and (2) the Property's title insurer or its agent to release and disclose all materials in the Property's title insurer's (or title insurer's agent's) file to Buyer and both Buyer's and Seller's agents and attorneys. If Buyer does not consummate the Closing for any reason other than Seller default, then Buyer shall return to Seller all materials delivered by Seller to Buyer pursuant to this Section 4 (or Section 7, if applicable), if any, and shall, upon Seller's request, provide to Seller copies of (subject to the ownership and copyright interests of the preparer thereof) any and all studies, reports, surveys and other information relating directly to the Property prepared by or at the request of Buyer, its employees and agents, and shall deliver to Seller, upon the release of the Earnest Money, copies of all of the foregoing without any warranty or representation by Buyer zu, to the contents, accuracy or correctness thereof. Page 3 of 8 M, Buyer Initials Seller Initials -%' Produced with zipForm® by zlpLogix 18070 Fltteen Mile Road, Fraser, Michigan 48026 www.zi p x,00nt STANDARD FORM 580-T Revised 7/2017 © 7/2017 MO—Purchase 23 Section 5. Evidence of Title: Seller agrees to convey fee simple insurable title to the Property without exception for mechanics' liens, free and clear of all liens, encumbrances and defects of title other than: (a) zoning ordinances affecting the Property, (b) Leases (as defined in Section 7, if applicable) and (c) specific instruments on the public record at the Contract Date agreed to by Buyer (not objected to by Buyer prior to the end of the Examination Period), which specific instruments shall be enumerated in the deed referenced in Section I1 (items 5(a), 5(b) and 5(c) being collectively "Permitted Exceptions "); provided that Seller shall be required to satisfy, at or prior to Closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property (or any personal property listed on Exhibit A) after the Contract Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Section ti. Conditions: This Agreement and the rights and obligations of the parties under this Agreement are hereby made expressly conditioned upon fulfillment (or waiver by Buyer, whether explicit or implied) of the following conditions: (a) New Loan: The Buyer must be able to obtain the loan, if any, referenced in Section 1(b)(ii). Notwithstanding, after N/A , Seller may request in writing from Buyer a copy of the commitment letter. If Buyer fails to provide Seller a copy of the commitment letter within five (5) days of receipt of Seller's request, then Seller may terminate this Agreement by written notice to Buyer at any time thereafter, provided Seller has not then received a copy of the commitment letter, and Buyer shall receive a return of Earnest Money. (b) Qualification for Assumption: The obligations of Buyer under this Agreement are conditioned upon Buyer being able to assume the existing loan described above. If such assumption requires the lender's approval, Buyer agrees to use its best efforts to secure such approval and to advise Seller immediately upon receipt of the lender's decision. Approval must be granted on or before N/A . On or before this date, Buyer has the right to terminate this Agreement for failure to be able to assume the loan described above by delivering to Seller written notice of termination by the above date, time being of the essence. If Buyer delivers such notice, this Agreement shall be null and void and Earnest Money shall be refunded to Buyer. If Buyer fails to deliver such notice, then Buyer will be deemed to have waived this condition. Unless provided otherwise in Section 3 hereof, Buyer shall pay all fees and costs associated with any such assumption, including any assumption fee charged by the lender. At or before Closing, Seller shall assign to Buyer all interest of Seiler in any current reserves or escrows held by the lender, any property management company and/or Seller, including but not limited to any tenant improvement reserves, leasing commission reserves, security deposits and operating or capital reserves for which Seller shall be credited said amounts at Closing. (c) Title Examination: After the Contract Date, Buyer shall, at Buyer's expense, cause a title examination to be made of the Property before the end of the Examination Period. In the event that such title examination shall show that Seller's title is not fee simple insurable, subject only to Permitted Exceptions, then Buyer shall promptly notify Seller in writing of all such title defects and exceptions, in no case later than the end of the Examination Period, and Seller shall have thirty (30) days to cure said noticed defects. If Seller does not cure the defects or objections within thirty (30) days of notice thereof, then Buyer may terminate this Agreement and receive a return of Earnest Money (notwithstanding that the Examination Period may have expired). If Buyer is to purchase title insurance, the insuring company must be licensed to do business in the state in which the Property is located. Title to the Property must be insurable at regular rates, subject only to standard exceptions and Permitted Exceptions. (d) Same Condition: If the Property is not in substantially the same condition at Closing as of the date of the offer, reasonable wear and tear excepted, then the Buyer may (i) terminate this Agreement and receive a return of the Earnest Money or (ii) proceed to Closing whereupon Buyer shall be entitled to receive, in addition to the Property, any of the Seller's insurance proceeds payable on account of the damage or destruction applicable to the Property. (e) Inspections: Buyer, its agents or representatives, at Buyer's expense and at reasonable times during normal business hours, shall have the right to enter upon the Property for the purpose of inspecting, examining, conducting timber cruses, and surveying the Property; provided, however, that Buyer shall not conduct any invasive testing of any nature without the prior express written approval of Seller as to each specific invasive test intended to be conducted by Buyer. Buyer shall conduct all such on -site inspections, examinations, testing, timber cruises and surveying of the Property in a good and workmanlike manner, at Buyer's expense, shall repair any damage to the Property caused by Buyer's entry and on -site inspections and shall conduct same in a manner that does not unreasonably interfere with Seller's or any tenant's use and enjoyment of the Property. In that respect, Buyer shall make reasonable efforts to undertake on -site inspections outside of the hours Seller's or any tenant's business is open to the public. Buyer shall provide Seiler or any tenant (as applicable) reasonable advance notice of and Buyer shall cause its agents or representatives and third party service providers (e.g. inspectors, surveyors, etc.) to give reasonable advance notice of any entry onto the Property. Buyer shall be obligated to observe and comply with any terms of any tenant lease which conditions access to such tenant's space at the Page 4 of 8 Buyer Initials t Seller Initials r few; ` STANDARD FORM 580 -T Revised 712017 07/2017 Produced with ZpForng by zipLogix 1 8070 Fifteen Mile Road, Fraser, Michigan 48026 www Z1pLootx.cog1 MO—Purchase ME Property. Upon Seller's request, Buyer shall provide to Seller evidence of general liability insurance. Buyer shall also have 0 right to review and inspect all contracts or other agreements affecting or related directly to the Property and shall be entitled to review such books and records of Seller that relate directly to the operation and maintenance of the Property, provided, however, that Buyer shall not disclose any information regarding this Property (or any tenant therein) unless required by law and the same shall be regarded as confidential, to any person, except to its attorneys, accountants, lenders and other professional advisors, in which case Buyer shall obtain their agreement to maintain such confidentiality, Buyer assumes all responsibility for the acts of itself, its agents or representatives in exercising its rights under this Section 6(e) and agrees to indemnify and hold Seller harmless from any damages resulting therefron-L This indemnification obligation of Buyer shall survive the Closing or earlier termination of this Agreement, Except as provided in Section 6(c) above, Buyer shall have from the Contract Date through the end of the Examination Period to perform the above inspections, examinations and testing. IF BUYER CHOOSES NOT TO PURCHASE THE PROPERTY, FOR ANY REASON OR NO REASON, AND PROVIDES WRITTEN NOTICE TO SELLER THEREOF PRIOR TO THE EXPIRATION OF THE EXAMINATION PERIOD, THEN THIS AGREEMENT SHALL TERMINATE, AND BUYER SHALL RECEIVE A RETURN OF THE EARNEST MONEY. Section 7. Leases (Check one of the following, as applicable): X If this box is checked, Seller affirmatively represents and warrants that there are no Leases (as hereinafter defined) affecting the Property. If this box is checked, Seller discloses that there are one or more leases affecting the Property ( "Leases ") and the following provisions are hereby made a part of this Agreement. (a) A list of all Leases shall be set forth on Exhibit B. Seller represents and warrants that as of the Contract Date, there are no other Leases, oral or written, recorded or not, nor any subleases affecting the Property, except as set forth on Exhibit B; (b) Seller shall deliver copies of any Leases to Buyer pursuant to Section 4 as if the Leases were listed therein; (c) Seller represents and warrants that as of the Contract Date there are no current defaults (or any existing situation which, with the passage of time, or the giving of notice, or both, or at the election of either landlord or tenant could constitute a default) either by Seller, as landlord, or by any tenant under any Lease ( "Lease Default "). In the event there is any Lease Default as of the Contract Date, Seller agrees to provide Buyer with a detailed description of the situation in accordance with Section 4. Seller agrees not to commit a Lease Default as Landlord after the Contract Date, and agrees further to notify Buyer immediately in the event a Lease Default arises or is claimed, asserted or threatened to be asserted by either Seller or a tenant under the Lease. (d) In addition to the conditions provided in Section 6 of this Agreement, this Agreement and the rights and obligations of the parties under this Agreement are hereby made expressly conditioned upon the assignment of Seller's interest in any Lease to Buyer in form and content acceptable to Buyer (with tenant's written consent and acknowledgement, if required under the Lease). Seller agrees to deliver an assignment of any Lease at or before Closing, with any security deposits held by Seller under any Leases to be transferred or credited to Buyer at or before Closing. The assignment shall provide: (1) that Seller shall defend, indemnify and hold Buyer harmless from claims, losses, damages and liabilities (including, without limitation, court costs and attorneys' fees) asserted against or incurred by Buyer which are caused by or the result of any default by Seller under any Lease prior to the date of Closing, and (ii) that Buyer shall defend, indemnify and hold Seller harmless from claims, losses, damages and liabilities (including, without limitation, court costs and attorneys' fees) asserted against or incurred by Seller which are caused by or the result of any default by Buyer under any Lease after the date of Closing. (e) Seller also agrees to execute and deliver (and work diligently to obtain any tenant signatures necessary for same) any estoppel certificates and subordination, nondisturbance and attomment agreements in such form as Buyer may reasonably request. Section 8. Environmental: Seller represents and warrants that it has no actual knowledge of the presence or disposal, except as in accordance with applicable law, within the buildings or on the Property of hazardous or toxic waste or substances, which are defined as those substances, materials, and wastes, including, but not limited to, those substances, materials and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 CFR Part 172,101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302.4) and amendments thereto, or such substances, materials and wastes, which are or become regulated under any applicable local, state or federal law, including, without limitation, any material, waste or substance which is (i) petroleum, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) designated as a Hazardous Substance pursuant to Section 311 of the Clean Water Act of 1977 (33 U.S.C. §1321) or listed pursuant to Section 307 of the Clean Water Act of 1977 (33 U,S.C. §1317), (v) defined as a hazardous waste pursuant to Section 1004 of the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6903) or (vi) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §9601). Seller has no actual knowledge of any contamination of the Property from such substances as may have been disposed of or stored on neighboring tracts. 'A n Page 5 of 8 Buyer Initials Seller Initials m STANDARD FORM 580-T Revised 712017 Produced with zl Form b zi L B 7/2017 p y p ogix 18076 Fifteen Mile Road, Fraser, Michigan 48028 wwwaiotogix.com MO Ftachase 25 Section 9, Risk of Loss/Damage/Repair: Until Closing, the risk of loss or damage to the Property, except as otherwise provided herein, shall be home by Seller. Except as to maintaining the Property in its same condition, Seller shall have no responsibility for the repair of the Property, including any improvements, unless the parties hereto agree in writing. Section 10. Earnest Money Disbursement: In the event that any condition hereto is not satisfied, then the Earnest Money shall be refunded to Buyer. In the event of breach of this Agreement by Seller, the Earnest Money shall be refunded to Buyer upon Buyer's request, but such return shall not affect any other remedies available to Buyer for such breach. In the event of breach of this Agreement by Buyer, the Earnest Money Deposit shall be paid to Seller as liquidated damages and as Seller's sole and exclusive remedy for such breach, but without limiting Seller's rights under Section 6(e) or Section 22 of this Agreement. It is acknowledged by the parties that payment of the Earnest Money to Seller in the event of a breach of this Agreement by Buyer is compensatory and not punitive, such amount being a reasonable estimation of the actual loss that Seller would incur as a result of such breach. The payment of the Earnest Money to Seller shall not constitute a penalty or forfeiture but actual compensation for Seller's anticipated loss, both parties acknowledging the difficulty determining Seller's actual damages for such breach. NOTE: In the event of a dispute between Seller and Buyer over the disposition of the Earnest Money held in escrow, a licensed real estate broker is required by state law (and Escrow Agent, if not a broker, hereby agrees) to retain the Earnest Money in the Escrow Agent's trust or escrow account until Escrow Agent has obtained a written release from the parties consenting to its disposition or until disbursement is ordered by a court of competent jurisdiction. Alternatively, if a broker or an attorney licensed to practice law in North Carolina is holding the Earnest Money, the broker or attorney may deposit the disputed monies with the appropriate clerk of court in accordance with the provisions of N.C.G.S. §93A- 12. Seller and Buyer hereby agree and acknowledge that the Escrow Agent assumes no liability in connection with the holding of the Earnest Money pursuant hereto except for negligence or willful misconduct of Escrow Agent. Escrow Agent shall not be responsible for the validity, correctness or genuineness of any document or notice referred to under this Agreement. Seller and Buyer hereby agree to indemnify, protect, save and hold harmless Escrow Agent and its successors, assigns and agents pursuant to this Agreement, from any and all liabilities, obligations, losses, damages, claims, actions, suits, costs or expenses (including attorney fees) of whatsoever kind or nature imposed on, incurred by or asserted against Escrow Agent which in any way relate to or arise out of the execution and delivery of this Agreement and any action taken hereunder; provided, however, that Seller and Buyer shall have no such obligation to indemnify, save and hold harmless Escrow Agent for any liability incurred by, imposed upon or established against it as a result of Escrow Agent's negligence or willful misconduct. I Section 11. Closing: At or before Closing, Seller shall deliver to Buyer a special warranty deed and other documents customarily executed or delivered by a seller in similar transactions, including without limitation, a bill of sale for any personalty listed on Exhibit A, an owner's affidavit, lien waiver forms (and such other lien related documentation as shall permit the Property to be conveyed free and clear of any claim for mechanics' liens) and a non - foreign status affidavit (pursuant to the Foreign Investment in Real Property Tax Act), and Buyer shall cause to be delivered the funds necessary to pay to Seller the Purchase Price. The Closing shall be conducted by Buyer's attorney or handled in such other manner as the parties hereto may mutually agree in writing. Possession shall be delivered at Closing, unless otherwise agreed herein. The Purchase Price and other funds to be disbursed pursuant to this Agreement shall not be disbursed until the Buyer's attorney's (or other designated settlement agent's) receipt of authorization to disburse all necessary funds. Section 12. Notices, Unless otherwise provided herein, all notices and other communications which may be or are required to be given or made by any party to the other in connection herewith shall be in writing (which shall include electronic mail) and shall be deemed to have been properly given and received (i) on the date delivered in person or (ii) the date deposited in the United States mail, registered or certified, return receipt requested, to the addresses set out in Section 1(g) as to Seller and in Section 1(h) as to Buyer, or at such other addresses as specified by written notice delivered in accordance herewith, (iii) upon the sender's receipt of evidence of complete and successful transmission of electronic mail or facsimile to the electronic mail address or facsimile number, if any, provided in Section 1(g) as to Seller and in Section 1(h) as to Buyer or (iv) on the date deposited with a recognized overnight delivery service, addressed to the addresses set out in Section 1(g) as to Seller and in Section l(b) as to Buyer, or at such other addresses as specified by written notice delivered in accordance herewith. If a notice is sent by more than one method, it will be deemed received upon the earlier of the dates of receipt pursuant to this Section. Section 13. Counterparts; Entire Agreement: This Agreement may be executed in one or more counterparts, which taken together, shall constitute one and the same original document. Copies of original signature pages of this Agreement may be exchanged via facsimile or e-mail, and any such copies shall constitute originals. This Agreement constitutes the sole and entire agreement among the parties hereto and no modification of this Agreement shall be binding unless in writing and signed by all parties hereto. The invalidity of one or more provisions of this Agreement shall not affect the validity of any other provisions hereof and this Agreement shall be construed and enforced as if such invalid provisions were not included. Page 6 of 8 Bu erinitiais U� / y Seller Initials ,T STANDARD FORM 580 -T r , - — Revised 7/2017 ® 7/2017 Produced with zipForm® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 X, zipLenix.com MO —Purchase C. Section 14. Enforceability: This Agreement shall become a contract when signed by both Buyer and Seller and such signing is communicated to both parties; it being expressly agreed that the notice described in Section 12 is not required for effective communication for the purposes of this Section 14. The parties acknowledge and agree that: (i) the initials lines at the bottom of each page of this Agreement are merely evidence of their having reviewed the terms of each page, and (ii) the complete execution of such initials lines shall not be a condition of the effectiveness of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties, their heirs, successors and assigns and their personal representatives. Section 15. Adverse Information and Compliance with Laws: (a) Seller Ifnowled:±e: Seller has no actual knowledge of (i) condemnation(s) affecting or contemplated with respect to the Property; (ii) actions, suits or proceedings pending or threatened against the Property; (iii) changes contemplated in any applicable laws, ordinances or restrictions affecting the Property; or (iv) governmental special assessments, either pending or confirmed, for sidewalk, paving, water, sewer, or other improvements on or adjoining the Property, and no pending or confirmed owners' association special assessments, except as follows (Insert "None" or the identification of any matters relating to (i) through (iv) above, if any): Note: For purposes of this Agreement, a "confirmed" special assessment is defined as an assessment that has been approved by a governmental agency or an owners' association for the purpose(s) stated, whether or not it is fully payable at time of closing, A "pending" special assessment is defined as an assessment that is under formal consideration by a governing body. Seller shall pay all owners' association assessments and all governmental assessments confirmed as of the date of Closing, if any, and Buyer shall take title subject to all pending assessments disclosed by Seller herein, if any. Seller represents that the regular owners'. association dues, if any, are $ NIA per Year (b) Compliance: To Seller's actual knowledge, (i) Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to or affecting the Property; (ii) performance of the Agreement will not result in the breach of, constitute any default under or result in the imposition of any lien or encumbrance upon the Property under any agreement or other instrument to which Seller is a party or by which Seller or the Property is bound; and (iii) there are no legal actions, suits or other legal or administrative proceedings pending or threatened against the Property, and Seller is not aware of any facts which night result in any such action, suit or other proceeding. Section 16. Survival of Representations and Warranties: All representations, warranties, covenants and agreements made by the parties hereto shall survive the Closing and delivery of the deed. Seller shall, at or within six (6) months after the Closing, and without further consideration, execute, acknowledge and deliver to Buyer such other documents and instruments, and take such other action as Buyer may reasonably request or as may be necessary to more effectively transfer to Buyer the Property described herein in accordance with this Agreement, Section 17. Applicable Law: This Agreement shall be construed under the laws of the state in which the Property is located, This form has only been approved for use in North Carolina. Section 18. Assignment: This Agreement is freely assignable. Section 19. Tax - Deferred Exchange: In the event Buyer or Seller desires to effect a tax - deferred exchange in connection with the conveyance of the Property, Buyer and Seller agree to cooperate in effecting such exchange; provided, however, that the exchanging party shall be responsible for all additional costs associated with such exchange, and provided further, that a non - exchanging party shall not assume any additional liability with respect to such tax - deferred exchange, Seller and Buyer shall execute such additional documents, at no cost to the non - exchanging party, as shall be required to give effect to this provision, Section 24, Memorandum of Contract: Upon request by either party, the patties hereto shall execute a memorandum of contract in recordable form setting forth such provisions hereof (other than the Purchase Price and other sums due) as either party may wish to incorporate. Such memorandum of contract shall contain a statement that it automatically terminates and the Property is released from any effect thereby as of a specific date to be stated in the memorandum (which specific date shall be no later than the date of Closing). The cost of recording such memorandum of contract shall be borne by the party requesting execution of same, Section 21. Authority: Each signatory to this Agreement represents and warrants that he or she has full authority to sign this Agreement and such instruments as may be necessary to effectuate any transaction contemplated by this Agreement on behalf of the party for whom he or she signs and that his or her signature binds such party. Page 7 of 8 Buyer Initials _ Seller Initials STANDARD FORM 580 -T Revised 712017 07/2017 Produced with z!pFormO by zipLogix 18070 Fifteen Mlle Road, Fraser, Michigan 48026 ww,v.ztpLo f ,corn MO Purchase WA Section 22. Brokers: Except as expressly provided herein, Buyer and Seller agree to indemnify and hold each other harmless from any and all claims of brokers, consultants or real estate agents by, through or under the indemnifying party for fees or commissions arising out of the sale of the Property to Buyer. Buyer and Seller represent and warrant to each other that: (i) except as to the Brokers designated under Section 1(0 of this Agreement, they have not employed nor engaged any brokers, consultants or real estate agents to be involved in this transaction and (ii) that the compensation of the Brokers is established by and shall be governed by separate agreements entered into as amongst the Brokers, the Buyer and/or the Seller, Section 23. Attorneys Fees: If legal proceedings are instituted to enforce any provision of this Agreement, the prevailing party in the proceeding shall be entitled to recover from the non - prevailing party reasonable attorneys fees and court costs incurred in connection with the proceeding. EIFS/SYNTHETIC STUCCO: If the adjacent box is checked, Seller discloses that the Property has been clad previously (either in whole or in part) with an "exterior insulating and finishing system" commonly known as "EIFS" or "synthetic stucco ", Seller makes no representations or warranties regarding such system and Buyer is advised to make its own independent determinations with respect to conditions related to or occasioned by the existence of such materials at the Property. THE NORTH CAROLINA ASSOCIATION OF REALTORS ®, INC. AND THE NORTH CAROLINA BAR ASSOCIATION MAKE NO REPRESENTATION AS TO THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION OF THIS FORM IN ANY SPECIFIC TRANSACTION. IF YOU DO NOT UNDERSTAND THIS FORM OR FEEL THAT IT DOES NOT PROVIDE FOR YOUR LEGAL NEEDS, YOU SHOULD CONSULT A NORTH CAROLINA REAL ESTATE ATTORNEY BEFORE YOU SIGN IT. BUYER: SELLER: Individual Individual Date: Date: Business Entity (i`,' I q, f Entity) t� Name: Ronnie B. B rel y Title: Date: � ( !r Betsy `illey. Date: Date; Business Entity (Name. of Entity) By: Mune: Title: Date: The undersigned hereby acknowledges receipt of the Earnest Money set forth herein and agrees to hold said Earnest Money in accordance with the terms hereof. Date: Pickett-Sprouse Real Estate, Inc (Name o € Escrow Agent) By: Page 8 of 8 Produced with zipFormO by zipl-ogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 wvrrr.zipCogix.com STANDARD FORM 580 -T Revised. 7/2017 © 7/2017 MO—P=hase I I m -11 I 9.*1 29 �t F We AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY FOR 1020 US 70 WEST, HILLSBOROUGH, NC BUYER - -- ORANGE COUNTY SELLER -- -BETSY H. TILLEY • ' Ml r AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY FOR 1020 US 70 WEST, HILLSBOROUGH, NC BUYER - -- ORANGE COUNTY SELLER -- -BETSY H. TILLEY. Buyer and Seller desire to amend certain terms and conditions of the Agreement for Purchase and Sale of Real Property ( "Agreement ") and to keep in effect all terms and conditions of the Agreement not inconsistent with the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to the following modifications to the Agreement: 1. Earnest Money: $2,500 to be held in escrow from the Contract Date, refundable through the mutually agreed Examination Period, and credited to purchase at closing. 2. Examination Period and Termination: Buyer and Seller acknowledge Buyer's right to terminate the Aereement for any reason without fault, liability, or further obligation to Buyer at any time during the Examination Period and receive full refund of the Earnest Money. 3. Site Control: Seller agrees not to market the Property through the Closing date and any extensions thereof. 4. Any conflict of terms between the Agreement and any other exhibit or addendum thereto and this Exhibit C shall be resolved with priority given to the terms in this Exhibit C, which shall control. S. Approvals: Closing is conditioned upon formal approval of both the Local Government Commission of North Carolina and the Board of County Commissioners of Orange County. Without such approvals Buyer shall not be obligated to Purchase the Property. To the extent practical Buyer shall seek to obtain such approvals during the Examination Period. 6. Closing: Closing is conditional upon Buyer's simultaneous closing of the adjoining Mary Hall Copeland tract, Pin No. 9864 -39 -2344. 31 SELLER Betsy H. Tilley . ........ ... —7— BUYER Orange County Bonnie B. Hammersley—/ County Manager Date /4,i(,!� 4 Date 32