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HomeMy WebLinkAbout2021-164-E AMS-Marcus and Millichap 401 Valley Forge Property Sale DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 DS [Departmental Use Only] TITLE ValleyForgeSale FY 2020/2021 NORTH CAROLINA SERVICES AGREEMENT RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter"Agreement"), made and entered into this 17th day of February, 2021, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Marcus & Millichap Real Estate Investment Services , (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Services Agreement ("Agreement") is for services to be rendered by Provider to County with respect to (insert type of project): To sell the property at 401 Valley Forge Road, Hillsborough NC 27278, currently Builders First Source. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the Revised 07/20 1 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. Revised 07/20 2 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 i) The Provider shall perform as Basic Services the work and services described herein and as specified in the County's Request for Proposals or Request for Qualifications (the "RFP") "RFP Number 367-005307 for "Commerical Brokerage Services " issued January 29th, 2021, and the Provider's proposal, which are fully incorporated and integrated herein by reference together with Attachments Tab 1-Introduction: Company Information, Tab 2-Experience & Qualifications, Tab 3-Forms, Exhibits, RFP Proposal (designate all attachments). In the event a term or condition in any referenced document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County's RFP together with attachments, Provider's Proposal together with attachments. ii) The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert milestones task list, dates and fees. If milestones are not established mark N/A under Milestone Task 1.) Milestone Task Milestone Date Milestone Fee 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. iii) Should County reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County, at its discretion may provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider's failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. 4. Duration of Services a. Term. The term of this Agreement shall be from 02/24/2021 to 02/24/2022. b. Scheduling of Services i) The Provider shall schedule and perform its activities in a timely manner so as to meet the Milestone Dates listed in Section 3. Revised 07/20 3 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 02/24/2021. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount to be paid under this agreement is a commission in the amount of 4.5% (Four and one-half percent) of the final sales price of the property that is the subject of this agreement. Provider shall be responsible for any costs incurred in the sale of the subject property unless specifically mentioned in this agreement. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as Project milestones as set out in Section 3(a)(ii) are achieved up to the corresponding milestone fee. (For example, Provider may invoice for the amount listed as the milestone fee corresponding to the first milestone task upon County's acknowledgement of the satisfactory completion of Task one. Upon the County's acknowledgement that the second Task has been satisfactorily completed Provider may invoice for that corresponding milestone fee.) Milestone fees shall be the maximum amount payable for its corresponding milestone task which shall not be altered except by written amendment. b. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Alan Dorman) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance Revised 07/20 4 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php.) If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of NA (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. Revised 07/20 5 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assigninent. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.oran_eg countync._og v/departments/purchasing division/contracts.php.) Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not Revised 07/20 6 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of a suit or action. e. Entire Agreement. This Agreement, together with the RFP and its attachments and the Proposal and its attachments, represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation and Government Action. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of Revised 07/20 7 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name &Address Attention: Alan Dorman Andrew Margulies P.O. Box 8181 101 J Morris Commons Ln Hillsborough,NC 27278 Morrisville,NC 27560 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: DocuSigned by: Doc�by: B .ln.tt l�awtwtt,V S B onme ammersley n rew argulies Senior Vice President, Investments Senior Director, Retail Division Printed Name and Title Revised 07/20 8 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 ORANGE COUNTY—DEPARTMENT USE ONLY Department Party/Vendor Name: Marcus &Millichap Real Estate Investment Services Party/Vendor Contact Person: Andrew Mar ulg ies (andrew.mar u'g lies(&marcusmillichap.com) Contact Phone: 919-674-1100 Party/Vendor Address: 101 J Morris Commons Lane Suite 130 City Morrisville State: NC Zip: 27560 Department: AMS Amount: Maximum of 4.5% of the Final Sales Price of the Property Purpose: For the sale of the property at 401 Valley Forge Rd, Hillsborough Budget Code(s): Paid from the proceeds of the Sale of 401 Valley Forge Rd.) Vendor#NA (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No❑ Contract Type: (Check one)New ® Renewal ❑ Amendment ❑ Effective Date Approved by Board Yes❑No❑ Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: DLocu�S�igned by: Department Director's Signatu e Slww AMA Date 2/24/2021 Agreements for emergency service ? 9g?adWffit subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases and related services)This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency ofaVg>r &""jystaandards,specifications,and requirements: Office of the Risk Management Officer auSa rbvvt c,Ilb Date: 2/24/2021 7FDCF9176800498... DS DI Financial Services r l/ This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: DocuSigned by: Office of the Chief Financial OfficEre7DZ,1,1ACC140, s�oscR�sosi Date: 2/24/2021 ... Legal Services This agreement is approved as to lRW,&WXAy4nd sufficiency: Q4C5F3CDDF0B94F6 ` 2/24/2021 Office of the County AttornSyL Ryyiy, Date: ... Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 07/20 9 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 GROUPMarcus &Milfichap INDUSTRIAL February 8, 2021 To Orange County: First and foremost, we would like to thank Orange County for giving us the opportunity to submit a proposal to sell the property located at 401 Valley Forge Road in Hillsborough, North Carolina. The reason we first inquired with Alan Dorman on September 20, 2020 about the aforementioned property is because our team, Doherty Houston Industrial Group, specializes in the sale of single-tenant industrial facilities nationwide. Over a period of eight years, our team has sold 74 properties in 22 states, with a sales volume totaling $114,016,080. We have teamed up with the AM Group of Marcus & Millichap who is based in North Carolina and has sold over $44 million of inventory over the past six months for this project. Enclosed is our response to the Request for Proposal. We believe that our team experience paired with our firm's widespread notoriety and reputation are the best fit for the sale of the property on Valley Forge Road. Sincerely, The Doherty Houston Industrial Group Doherty Houston Industrial Group 9600 North Mopac Expressway•Suite 300 •Austin, TX 78759 www.dohertyhouston.com DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 Table of Contents TITLE PAGE Orange County Request for Proposal 3 Tab 1 Introduction: Company Information 10 Tab 2 Experience & Qualifications 12 Tab 3 Forms 17 Exhibits 41 DHIG Industrial Net-Leased Specialists AM Group — Recently Sold Raleigh & Durham Industrial Properties Sold in NC, SC & VA Marcus & Millichap Company Map Marcus & Millichap Capital Migration Map Marcus & Millichap Brokerage Ranking Marcus & Millichap Transaction Volume Doherty Houston Industrial Group & AM Group 2 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 ORANGE COUNTY NORTH CAROLINA Request for Proposal Proposal No. 367-005307 Commercial Brokerage Services Date of Issue: January 29, 2021 Proposals Due: February 8, 2021 at 4:00 p.m. ET Issued By: Orange County Finance and Administrative Services PO Box 8181 Orange County, North Carolina 27278 Phone: (919) 245-2651 Issued For: Orange County Asset Management Services PO Box 8181 Hillsborough, North Carolina 27278 Phone: (919) 245-2625 1 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 KEY INFORMATION SUMMARY SHEET Request for Proposals Commercial Brokerage Services RFP#367-005307 RFP Issue Date: January 29,2021 Email address to submit proposals: jamarokoran eg cog"c•gov For questions; please call or email: Jovana Amaro,Purchasing Agent Phone: (919)245-2651 j amarokoran.ec�tync•gov Deadline for Written Questions: 12:00 noon February 3rd,2021 Proposal Due Date: February 8,2021 4:OOPM 2 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 January 29,2021 RE: Request for Proposals,Proposal No. 37-005307 Commercial Brokerage Services To Whom It May Concern: Orange County is seeking proposals from qualified real estate firms to provide commercial brokerage services. The firm must be licensed and in good standing with the North Carolina Real Estate Commission. The firm must have a national reputation in the sale of commercial properties. A preference will be given to a firm with experience working with local governments, especially in North Carolina, and extensive experience selling the type of property listed in this RFP. Attached you will find a Request for Proposal (RFP), which identifies the minimum requirements of the RFP. To be considered, all proposals must be submitted via email no later than 4:00 PM (EST) on February 8, 2021. No proposal will be accepted after this time. Firms must email their proposals to jamaro@orangecount)mc.gov. The responsibility for getting the proposal to Orange County on or before the specified time and date is solely and strictly the responsibility of the proposing firm. The County will in no way be responsible for delays caused by any occurrence. Any questions pertaining to this Request for Proposal must be submitted via email to jamaro(koran e�tync.gov. no later than 12:00 PM on February 3,2021. Any changes or modifications to this Request for Proposal will be transmitted via email through an addendum. It will be the responsibility of the Proposer to ensure that all addenda are received. The County encourages participation by small, minority, and women-owned businesses. Orange County reserves the right to waive any informalities, to reject any or all proposals, and to accept any proposal which in its opinion may be in the best interest of the County. No proposal will be received or accepted after 4:00 PM, EST, February 8, 2021. Late proposals will be deemed invalid. Thank you, Jovana Amaro Purchasing Agent 3 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 1.0 General The County owns a 12.9-acre parcel located at 401 Valley Forge Rd. in Hillsborough, North Carolina(see aerial of property on page 14). On the parcel is a 105,000 sq ft. building containing a warehouse and office space currently leased by Builders First Source. The Builders First Source lease expires on September 30, 2027, and includes two five-year renewal options. The lease also includes a 14 day right of first refusal on any offer to purchase. The County wishes to sell this property on an expedited basis but must follow the statutory requirements for a sale of this magnitude. This includes a 30 day advertisement period and/or an upset bid process. 2.0 Site Visit If you would like to schedule a site visit to view the building, please contact Alan Dorman, AMS Assistant Director, at 919-619-8859 or by email: adorman&oran eg cam, nc.gov. 3.0 Scope of Work The selected firm will perform a market analysis and third party property appraisal, develop marketing materials and implement a national strategy to advertise this property's sale. The firm will work with the Orange County Manager, or designee, to negotiate the property's sale with a prospective buyer. Once a winning bidder has been selected, the firm will handle all parts of the due diligence process and play an active role in advising the County on moving forward quickly through all aspects of the sale. The firm will coordinate real estate appraisals and coordinate real estate transaction closings with the County Attorney or designee. The firm may be required to meet with or develop presentations for the Orange County Board of Commissioners that provided an overview of the sales process. 4.0 Preparation of Proposal Each firm must thoroughly examine the Request for Proposal and contract documents to ensure that all requirements can be met. Firms are responsible for verifying any and/all information and familiarizing themselves with the required services before submitting a proposal. Proposals shall be submitted on the forms included within the RFP. Proposals shall be signed by the person or persons legally authorized to bind the firm to a contract. Failure to submit a proposal with all proposal requirements may be considered sufficient cause for rejection of the proposal. Proposals shall remain firm for sixty(60)calendar days after proposals are due. 5.0 Submission Requirements To evaluate responses efficiently and equitably, responses must be tabbed as identified below. Failure to submit this information may render your proposal non-responsive. 4 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 Tab 1: Introduction: Company Information (See Page 10) ➢ Firm's name and business address, including telephone, email address,website address. ➢ The type of firm (individual, partnership, corporation, etc.) Federal ID Number, and list the names of all partners,principals, etc. or provide an organizational chart. ➢ Year established. Include former company name(s) and year(s) established, if applicable. ➢ The name, title, address, and telephone number of the firm's authorized negotiator. The person identified must be empowered to make binding commitments for the firm. ➢ Name the specific team member who will be the listing agent for this property ➢ Proof of brokerage license Tab 2: Experience& Qualifications(See Page 12) ➢ Provide the number of years of real estate experience ➢ Provide the number of years of commercial estate experience and global reach for marketing the property ➢ Track Record: Sales history for the past six months ➢ Knowledge of various selling techniques ➢ Any awards your firm has received within the past three years ➢ Awards of the specific team member that will be the listing agent for this property Tab 3: Forms(See Page 17) ➢ Proposal Form: Cost Proposal ➢ References ➢ Non-Collusion Affidavit ➢ Exceptions to the Proposal and ➢ Claims/Complaints Form ➢ Certification Regarding Debarment and Suspension ➢ E-verify Affidavit ➢ Nondiscrimination Certification 6.0 Submittal Deadline To be considered, all proposals must be in writing and submitted via email no later than 4:00 PM (EST) on February 8, 2021. Time is of the essence; No proposal will be accepted after the official time and date. This is not a public bid opening. The responsibility for getting the proposal to Orange County on or before the specified time and date is solely and strictly the responding firm's responsibility. The County will in no way be responsible for delays caused by any occurrence. 7.0 Ouestions All questions pertaining to this Request for Proposal (RFP) shall be submitted via email to jamaro(akoran e�tync.gov no later than February 3,2021,by 12:00 PM. Only written questions will be considered formal. Any information given verbally or by telephone will be considered informal. Any questions that the County feels are pertinent to all Proposers will be emailed as an addendum to the RFP. 5 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 8.0 Addenda Any interpretation, correction or change to this RFP will be made by Addendum and issued through the County Purchasing Department. Addenda will be posted on the Orange County Website. It is the Proposer's responsibility to ensure that all Addenda has been received before submitting a response. 9.0 Evaluation&Award of Contract Orange County reserves the right to reject any and or all proposals and waive any minor informalities in a proposal. Award will be made to the firm whose proposal is most advantageous to the County,taking into consideration the following criteria: Maximum Criteria Point Value 1. Experience: Proven real estate track record 40 2. Commission rate 30 3. Qualifications: Knowledge of the commercial real estate market for properties of 20 this type. 4. References 10 Total 100 The successful firm will be notified in writing within sixty (60) days, or sooner, after the receipt of proposals. Verbal notification of award is not considered a liable mode of notification and will not be recognized as an official notification. Upon issuance of a contract award by the County, the successful firm will perform the services following all provisions of the proposal documents. 10.0 Contract Period The term of the contract will be for one year. It is anticipated that the contract will begin on or about March 1, 2021. This date is approximate and may start earlier or later, depending on contract negotiations. 11.0 Exceptions to the proposal Exceptions to any requirement contained herein must be clearly stated on the "Exceptions to the Proposal" form. The Exception to the Proposal form is provided herein. 12.0 Sample Agreement Attached is a Sample Service Contract that describes the County's contractual terms and conditions. The selected firm must be willing to accept all terms and conditions of the County standard services contract, excluding Section 5, subsection a—compensation. 6 DocuSign Envelope ID:D442B3A4-5DOF-49D2-ABA8-60AB45788486 13.0 Non-Collusion Affidavit Each submittal must be accompanied by a notarized affidavit on non-collusion, executed by the firm or in the case of a corporation, by a duly authorized representative of said corporation. The Non-Collusion Affidavit is provided herein. 14.0 Prourietary Information Trade secrets or proprietary information submitted by a firm in connection with a procurement transaction shall not be subject to public disclosure under the North Carolina Public Records Act pursuant to NC General Statutes §66-152(3). However, the firm must invoke the protection of this section before or upon submission of the data or other materials and must identify the data on other materials to be protected and state why protection is necessary. Each page considered a trade secret or proprietary information must be labeled "Confidential" in the top right corner. 15.0 Change of Ownership If the firm changes owners or goes out of business during the contract's term, sixty (60) days advance written notice of such change shall be provided to the County. If the firm changes ownership and fails to comply with this provision, the County may immediately terminate the contract. In the event the firm provides sixty (60) days advance notice to the County of change of ownership, the County, at its sole discretion, may terminate the contract at the end of the sixty (60) day notice period, or may continue the contract with the new owner(s)under the same terms and conditions. The new owner(s) shall not have the right to terminate the contract unilaterally. 16.0 Insurance Requirement for Service—See sample Service Agreement for limits The firm shall provide the County an original Certificate of Insurance indicating that the firm has in force the required coverage before the start of any Services under this contract and agrees to maintain such insurance until completing this contract. All insurance policies shall be with insurers with an acceptable rating, registered and licensed to do business in the State of North Carolina. Each policy shall provide a thirty (30) day notification clause in the event of cancellation, non- renewal, or adverse change. If the insurance coverage expires before completing the project, a renewal certificate shall be on file with the County at least fifteen(15) days before the expiration date. Failure to maintain the proper insurance will be grounds for termination of the contract. 17.0 References A minimum of three (3)references with a preference for references from either local governments or that involved sales of this property type. Reference information shall be submitted on the form enclosed,but additional references may be provided on a separate sheet of paper. 7 DocuSign Envelope ID:D442B3A4-5DOF-49D2-ABA8-60AB45788486 r .}j 'r r. f h' { � r } �i + � F•r`,'' -�`�'^-�` �: �' - {{ fry '1�.3' yLti r-}'. .,# •,���'.�•�`3�� ��' yam{ •5 � � r�`iti;4 r r ti.`o� IL 16 ILI I _ r• , F i •- + s i ! F J • L � DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 Company Marcus & Millichap Real Estate Investment Services Business Address 101 J Morris Commons Lane,Suite 130, Morrisville, NC 27560 Phone Number (919) 674-1100 Benjamin.YelmC@marcusmillichap.com Web site Address www.marcusmillichap.com/about-us/offices/Raleigh-north-carolina •- of C-Corporation Federal ID N .- 94-2372547 Organizational N/A Year Established 1971 Authorized Negotiator Andrew Margulies Address 101 J Morris Commons Lane,Suite 130, Morrisville, NC 27560 Senior Vice President Investments Phone Number (919) 674-1100 Listing Agent Andrew Margulies, Max Navarro, Patrick Doherty, and David Houston Andrew Margulies License: NC 264059; Max Navarro License:TX 714257; Patrick Doherty License:TX 622300; David Houston License:TX 615875 Doherty Houston Industrial Group & AM Group 1 11 DocuSign Envelope ID:D442B3A4-5DOF-49D2-ABA8-60AB45788486 r 'r f h' '6 { ,' .. I3 fir• +� ; 'r ;�T ,� :, r F•r`,'' —�`�'^-�` �: �' — {{ fry 'i�•3' 14 el" 7 } yr} ,. , L, wLog F , r ] r t f 5 }' r ' ,r r r Ir k * F _ jPI Ot I _ r• , F i •- + s * k ti y 1 rd HIM Sk _V' 47 J• � i 1 el or gr F J • L ' DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 Experience Qualifications • Number of Years of Real Estate Experience Doherty Houston Industrial Group AM Team of Marcus & Millichap Team Combined: 23+ Years Team Combined: 46 Years David Houston Andrew Margulies Jason Jolly Senior Associate Senior VP Investments Associate 9.5 Years 15 Years 15 Years Patrick Doherty Harrison Creason Rishi Shah Senior Associate Senior Associate Senior Associate 8.5 Years 'I` 5 Years 5 Years Max Navarro Associate Charles Gallagher Ben Kapinos 5.2 Years Senior Associate Associate 2.7 Commercial and 2.5 Residential 5 Years 1 Year See attached Exhibits A, B and C Doherty Houston Industrial Group & AM Group 13 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 Experience Qualifications • Track Record: Sales History for the Past Six Months Marcus & Millichap (See attached Exhibits D, E, F and G) 3,772 commercial properties sold since July 1, 2020 (firm wide), for a total transaction volume of $16.813. North Carolina Office of Marcus & Millichap 81 commercial properties sold since July 1, 2020, for a total transaction volume of $340M AM Team of Marcus & Millichap (See attached Exhibit B) • 16 commercial properties sold since July 1, 2020, for a total transaction volume of $44M • 5 commercial properties currently under contract • 10 commercial property listings pending Doherty Houston Industrial Group (See attached Exhibit A) • 4 commercial properties sold since July 1, 2020, for a total transaction volume of $12M • 4 commercial properties currently under contract • 8 commercial property listings pending Doherty Houston Industrial Group & AM Group 14 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 Experience Qualifications • Knowledge of Various Selling Techniques Marcus & Millichap Website Dohertyhouston.com Website AMPropertygrp.com Website External Marketing Sites (CoStar, LoopNet, Crexi) Confidential Deal Rooms Email Marketing Campaigns (Constant Contact, Crexi, PropertySend) Direct Mail Campaigns (Monthly) Industry Events Investor Meetings Internal Marcus & Millichap Presentations Outbound Phone Calls Doherty Houston Industrial Group & AM Group 15 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 Experience Qualifications • Awards Received by the Firm and Individual Agents Marcus & Millichap Please see attached Exhibit C for Marcus & Millichap Awards. Andrew Margulies • National Achievement Award — Top 10% - Received in 2019, 2017, 2016, 2014, 2013) • Sales Recognition Award (2020-2013) • Senior Investment Associate Induction (2015) • CoStar Power Broker Patrick Doherty • Sales Recognition Award 2019 • Pace Setter Award (4,000 sales calls, 10 proposals, 2 listings completed in 16 weeks) Max Navarro • Pace Setter Award (4,000 sales calls, 10 proposals, 2 listings completed in 16 weeks) • Austin Office Top Caller for 2019 Doherty Houston Industrial Group & AM Group 16 DocuSign Envelope ID:D442B3A4-5DOF-49D2-ABA8-60AB45788486 r .}jF!fi r r r 'r A. f h' { F• r y-' - r+ �Ji f 1F� ' Jti !-� •i. _e • - r� i -- ,' .. I 3 fir• +� ; 'r ;rr r ' -fir +rk - � r } �i + � F•r`,'' -�`�'^-�` �: �' - {{ fry '1�.3' t r,,` a•'f +4 _ L r , ti� :r} I• yy ' i 13. rf 1 �rri yr} �' 3-y�` �C, F. r} •, r•� . ik F _ 4 P �F f ! is i.- L." b. OP r-P I _ r• , .. F i •- + s jA 16.8 Ji� .� I 'r '� i ��4 � _�' �•�J• �� � i 1 ; F J • L ' DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 PROPOSAL FORM—Page 1 of 1 To Orange County,North Carolina: I have carefully examined the Request for Proposal and any other documents, to include addenda, accompanying or make a part of this Request for Proposal to perform the necessary services. I certify that all information in this proposal is truthful to the best of my knowledge and belief. I further certify that I am duly authorized to submit this proposal on behalf of the firm as its act and deed and that the firm is ready, willing, and able to perform if awarded the contract. I hereby acknowledge receipt of any Addenda issued by the County. It is the responsibility of the Proposer to ensure that all addenda have been received. Addenda No. 1 dated February 4, 2021 Addenda No. dated Addenda No. dated Company Name: Marcus & Millichap Real Estate Investment Services Federal Tax ID: 94-2372547 Address: 101 J Morris Commons Lane, Suite 130 City/State/zip: Morrisville, NC 27560 Phone/Fax: (919) 674-1100 Email: Benjamin.Yelmomarcusmillichap.com D netl by: Authorized Signature: 5�,,,5'�iU(J Date: February 5, 2021 �5 Printed Name: Benjamin Yelm Cost Please provide the commission rate or cost proposal based on the final sale price/accepted offer if the contracted realtor procured the sale. Four and one-half percent (4.5%) of the Sales Price. See separate attachment for pricing. 8 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 REFERENCES Provide, at a minimum, three (3)references in which your company has performed these services. Feel free to attach additional reference information on a separate page. Agency/Company Name: Ratcliffe Investment Group, LLC Street Address: 800 Radio Road City, State and Zip Code: Charlotte, NC 28216 Contact Name: Del Ratcliffe Contact Phone Number: (704) 236-3921 Date Service Provided: 2015 - Present Agency/Company Name: Chris Wood & Associates Street Address: 2321 Blue Ridge Road, #101 City, State and Zip Code: Raleigh, NC 27607 Contact Name: Chris Wood, Sr. Contact Phone Number: (919) 783-5788 Date Service Provided: 2008 - Present Agency/Company Name: B&D Holdings Street Address: 67 Mountain Boulevard, Suite 201 City, State and Zip Code:Warren, NJ 07059 Contact Name: Martin Segal Contact Phone Number: (732) 343-4333 Date Service Provided: 2018 - Present Agency/Company Name: Anderson Real Properties, LLC Street Address: 18202 S 4160 Road City, State and Zip Code: Claremore, OK 74017 Contact Name:Allen Anderson Contact Phone Number: (918) 695-1466 Date Service Provided: 2019 - Present 9 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 INON-COLLUSION AFFIDAVIT Proposal Request No.367-005307 State of North Carolina Orange County v of individual),being first duty sworn,deposes and says that: A A He/Sheisthc "A�� vjvz' - X (title}of L I- (company name),the proposer that has submitted the attached proposal; He/She is fully informed respecting the preparation and contents of the attached proposal and of all pertinent circumstances respecting such proposal, 3. Such proposal is genuine and is not a collusive or sham proposal; 4. Neither the said proposer nor any of its officers, partners, owners, agents, representatives, employees or panics in interest, including this affiant, has in any way colluded, conspired, connived or agreed, directly or indirectly, with any other proposer firm or person to submit a collusive or sham proposal in connection with the contract for which the attached proposal has been submitted or to refrain from proposing in connection with such contract, or has in any manner, directly or indirectly sought by agreement or collusion of communication or conference with any other proposer, firm,or person to fix.the price or prices in the attached proposal or of any other proposers, or to fix any overhead, profit or cost element of the proposal price of the proposal of any other proposer or to secure through collusion, conspiracy, connivance or unlawful agreement any advantage against Orange County or any person interested in the proposed contract; and 5. The fees provided in the attached proposal are fair and Proper and are not tainted by any collusion, conspiracy, connivance or unlawful agreement on the part of the proposer or any of its agents, representatives,owners,employees.or parties in interest,including this affiant. S, Seal if Corporation Title Date: This form must be notarized SLq3SCRTBED AND SWORN TO BEFORE IME, This 'OS —day of C—f. 120 Notary PublicA�e-' S SA My Commissi on Expires: C)C le Co Notary P Onb S Q COU'Irp ur g z ,,rn lc, rn. CA R DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 EXCEPTIONS TO THE PROPOSAL AND SAMPLE SERVICE CONTRACT Please list here all exceptions to the Commercial Brokerage Services Proposal, Proposal No. 367- 005307. Failure to do so may result in disqualification of the proposal. Any RFP clauses to which the firm does not take exception will assume to be agreed upon. For any exception,please reference with the appropriate page/section number. 11 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 CLAIMS/COMPLAINTS Please list here all claims and/or complaints that have been filed with the NC Real Estate Commission against the Company providing this proposal. Include date/year claim was filed, action taken, and status of claim. If no claims or complaints have been filed,please acknowledge this form by putting N/A below. N/A 12 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION The undersigned applicant certifies to the best of his or her knowledge and belief, that the applicant and its principals: (a) are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal Department or agency; (b) have not within a 3-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement,theft, forgery,bribery, falsification or destruction of records,making false statements, or receiving stolen property; (c) are not presently indicted or otherwise criminally or civilly charged by a governmental entitle (Federal, State, or local)with commission of any of the offenses enumerated in paragraph(b) of this certification; and (d) have not within a 3-year period preceding this application/proposal had one or more public transactions(Federal, State,or local)terminated for cause or default. Where the prospective participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Business Name: Marcus & Milli chap Address: 201 S. Tryon St. Suite 1220 City/State/Zip: charlotte, NC 28202 KSign5'g eg by: ature: y" (Seal if Corporation) C Title: Regional Manager Date: 2/8/2021 1 09:01:42 PST 13 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 Aerial View of Property 401 Valley Forge Rd, Hillsborough, NC 27278 K J' 9 0 e4 - k .x1 14 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 Section I: General Government and Administration Policy 10.0: Living Wage Contractor Policy Reviewed by: County Attorney/County Manager Approved by: County Manager Original Effective Date: July 1, 2017 Revisions: Policy Statement It is the policy of Orange County to ensure its employees,and all individuals who provide services for Orange County, are paid a living wage. Purpose To encourage all vendors and contractors to pay a living wage to all employees who perform work pursuant to a contract with Orange County. Applicability Applies to all Orange County contracts and purchases. Policy 10.1 Living Wage 10.1.1 Orange County is committed to providing its employees with a living wage and encourages all contractors and vendors doing business with Orange County to pursue the same goal. Orange County's living wage is $14.95 per hour. To the extent possible,Orange County recommends that contractors and vendors seeking to do business with Orange County provide a living wage to their employees. 10.1.2 Prior to final execution of a contract with Orange County all contractors and vendors seeking to do business with Orange County shall submit to the County's representative a statement indicating whether those employees who will perform work on the Orange County contract are paid at least the living wage amount set out above. If such employees do not make at least the living wage amount set out above the contractor or vendor shall indicate in the statement the actual amount paid to such employees. For bid projects this statement should be submitted as part of the bid packet. This policy may be reviewed annually and updated as needed by the Manager's Office DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 STATE OF NORTH CAROLINA AFFIDAVIT ORANGE COUNTY --a--r- 11. (the individual attesting below),being duly authorized by and on behalf of ir (the entity bidding on project hereinafter"Employer")after first being duly sworn hereby swears or affirms as follows: 11 Employer understands that E-Verifyis the federal E-Verify program operated by the United States Department of Homeland Security and other federal agencies,or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law in accordance with NCGS§64-25(5). 2. Employer understands that.Emi2lovers Must Use E-Verify. Each employer,after hiring an employee to work in the United States,shall verify the work authorization of the employee through E-Verify in accordance with NCGS§64-26(a), 3, Employer is a person,business entity,or other organization that transacts business in this State and that employs 25 or more employees in this State, (mark Yes or No) a. YES or b. NO 4, Employer's subcontractors comply with E-Verify, and if Employer is the winning bidder on this project Employer will ensure compliance with E-Verify by any subcontractors subsequently hired by Employer. This 9 day of 4,?v < 20J, Signature of Affiant,. Print or Type Names 17�1°Il State of North Carolina L k ie --§o u nty Signed and sworn to(or affirmed)before me,this the b c'O 20�) X P,\.y S Sq ��'%��/J/ 'Vo te day of t- ", C. - 446, 'J,P 7 Ck/ 06/1- co ob," k.CO My Commission Expires: C, 0? C4 F?Oo�l Notary Public DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 Chapter 12 Civil Rights. Sections 12-23—12-49 Reserved. AN ORDINANCE PROHIBITING DISCRIMINATION THROUGHOUT ORANGE COUNTY Sec. 12-50.-Title. This Ordinance shall be known and may be cited as the Orange County Non-Discrimination Ordinance. Sec. 12-51.—Policy and Severability. (a) It is the policy of Orange County not to enter into a contract with any business, company, or firm that has discriminated in the solicitation, selection, hiring or treatment of vendors, suppliers, subcontractors or commercial customers against a Protected Class, or on the basis of any otherwise unlawful use of individual or personal characteristics regarding such vendor's, suppliers, commercial customers, employees, or owners in connection with a county contract or solicitation; provided that nothing in this non-discrimination policy shall prohibit or limit otherwise lawful efforts to remedy the effects of discrimination that has occurred or is occurring in the marketplace. 1. It is the policy of Orange County that every Orange County created contract and subcontract for goods or services shall contain a non-discrimination clause that prohibits discrimination as that term is defined herein. (b) It is further the policy of Orange County that discrimination has no place in Orange County, North Carolina and it is the intent of this ordinance to provide uniform legal protection to individuals in all Protected Classes,making it unlawful for any person to discriminate in housing,public accommodations, and transportation. (c) Should any provision of this Ordinance be found to be unconstitutional by a court of law such provision shall be severed from the remainder of the Ordinance and such action shall not affect the enforceability of the remaining provisions of the Ordinance. Sec. 12-52.-Definitions. (a) Discrimination means any disadvantage, difference, or distinction in the solicitation, selection, hiring, service to, or treatment of a vendor, supplier, subcontractor, or customer on the basis of Protected Class status or on the basis of any otherwise unlawful use of personal or individual characteristics. (b) Housing and public accommodations have the same common meaning as those terms are defined in the Orange County Civil Rights Ordinance. (c) Person means any individual, business, or company, regardless of organizational structure, providing for profit goods, facilities, services, accommodations,transportation,or access to the general public. (d) Protected Class means age (as defined in the Orange County Civil Rights Ordinance),race, ethnicity, color, national origin, religion, creed, sex, sexual orientation, gender, gender identity, gender expression, marital status, familial status, source of income, disability, political affiliation, veteran status,disabled veteran status. (e) Public Accommodation has the same meaning as that term is defined in the Orange County Civil Rights Ordinance except that for purposes of this Ordinance Public Accommodation includes: 1. Transportation companies and transportation providers operating company-owned or privately- DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 owned vehicles providing transportation to the general public; and 2. Private residences providing short-term rentals to members of the general public. A short-term rental means the provision of a room, space, or residential unit that is suitable or intended for occupancy for dwelling, sleeping, or lodging purposes, for a period of fewer than 30 consecutive days, in exchange for a charge for the occupancy. Sec. 12-53.-Contractor bid requirements. (a) All requests for bids or proposals issued for county contracts shall include a certification to be completed by the bidder or proposer in substantially the following form: The undersigned bidder or proposer hereby certifies and agrees that the following information is correct: 1. In preparing its enclosed bid or proposal, the bidder or proposer has considered all bids and proposals submitted from qualified, potential subcontractors and suppliers, and has not engaged in discrimination as defined in Section 12-52 of the Orange County Non- discrimination Ordinance. 2. Without limiting any other remedies that Orange County may have for a false certification, it is understood and agreed that, if this certification is false, such false certification will constitute grounds for Orange County to reject the bid or proposal submitted with this certification, and terminate any contract awarded based on such bid or proposal. It shall also subject the bidder or proposer to disqualification from participating in county contracts or bid processes for up to two years. 3. As a condition of contracting with Orange County,the bidder or proposer agrees to promptly provide to Orange County all information and documentation that may be requested by Orange County from time to time regarding the solicitation and selection of suppliers and subcontractors in connection with this solicitation process. Failure to maintain or failure to provide such information constitutes grounds for Orange County to reject the bid or proposal and to terminate, without penalty to Orange County, any contract awarded on such bid or proposal. All such information and documentation shall be maintained for a period of three years after the expiration of the contract. 4. As part of its bid or proposal,the bidder or proposer shall provide to Orange County a list of all instances within the past ten years where a complaint was filed or pending against bidder or proposer in a legal or administrative proceeding alleging that bidder or proposer discriminated against its subcontractors, vendors, suppliers, or commercial customers, and a description of the status or resolution of that complaint, including any remedial action taken. 5. As a condition of submitting a bid or proposal to O r a n g e County the bidder or proposer agrees to comply with the Orange County Non-discrimination Ordinance.Falsification of this certification shall constitute a violation of the Orange County Non-Discrimination Ordinance and shall be grounds for rejection of the bid or proposal or termination,without fault to Orange County, of a contract. 6. As a condition of submitting a bid or proposal to Orange County the bidder or proposer agrees that Orange County may consider the information submitted as part of this certification in its determination of the responsibility of the bidder or proposer. The bidder or proposer, as the case may be, waives the right to challenge the rejection of a bid or proposal when such rejection is based, in its entirety, on information contained in this certification. DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 Sec. 12-54.-Prohibited acts. (a) It shall be unlawful for any person to deny any person the full and equal enjoyment of the goods, services, facilities, privileges, advantages, and accommodations of a place of public accommodation on the basis of Protected Class status or on the basis of any otherwise unlawful use of individual or personal characteristics. (b) It shall be unlawful for any person to make, print, circulate, post, mail or otherwise cause to be published a statement, advertisement, or sign which indicates that the full and equal enjoyment of the transportation, access, goods, services, facilities, privileges, advantages, and accommodations of a place of public accommodation will be refused, withheld from, or denied any person on the basis of Protected Class status or on the basis of any otherwise unlawful use of individual or personal characteristics, or that any person's patronage of or presence at a place of public accommodation is objectionable, unwelcome, unacceptable, or undesirable on the basis of Protected Class status or on the basis of any otherwise unlawful use of individual or personal characteristics; provided, however, this section does not apply to a private club or other establishment not, in fact,open to the public. (c) It shall be unlawful for any person to intentionally or knowingly: 1. Perform or attempt to perform any act which directly or indirectly results in an individual's bodily injury or property damage where such act is directed at an individual or a group of individuals because of that person's or that group's perceived or actual Protected Class status or on the basis of any otherwise unlawful use of individual or personal characteristics. 2. Solicit, encourage, compensate, assist, or conspire with another to perform or attempt to perform any act which directly or indirectly results in an individual's bodily injury or property damage where such act is directed at an individual or a group of individuals because of that person's or that group's perceived or actual Protected Class status or on the basis of any otherwise unlawful use of individual or personal characteristics. (d) No person shall be found to have violated this Ordinance solely on the basis of the content of any speech or communication used by such person. Sec. 12-55. Exemptions. (a) All applicable exemptions found in Section 12-11 of the Orange County Civil Rights Ordinance related to housing shall apply to alleged violations of Section 12-54 of this Ordinance. Sec. 12-56. Investigation,Enforcement,and Remedy. (a) Sections 12-16 through and including 12-21 of the Orange County Civil Rights Ordinance shall be followed and adhered to during the investigation of any alleged violation of this Ordinance. Any remedies available through said sections of the Orange County Civil Rights Ordinance shall be available hereunder. DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 ORANGE COUNTY NONDISCRIMINATION CERTIFICATION The undersigned bidder or proposer hereby certifies and agrees that the following information is correct: 1. In preparing its enclosed bid or proposal, the undersigned bidder or proposer has considered all bids and proposals submitted from qualified, potential subcontractors and suppliers, and has not engaged in discrimination as defined in Section 12-52 of the Orange County Non-discrimination Ordinance. 2. Without limiting any other remedies that Orange County may have for a false certification, it is understood and agreed that, if this certification is false, such false certification will constitute grounds for Orange County to reject the bid or proposal submitted with this certification, and terminate any contract awarded based on such bid or proposal. It shall also subject the bidder or proposer to disqualification from participating in county contracts or bid processes for up to two years. 3. As a condition of contracting with Orange County, the undersigned bidder or proposer agrees to promptly provide to Orange County all information and documentation that may be requested by Orange County from time to time regarding the solicitation and selection of suppliers and subcontractors in connection with this solicitation process. Failure to maintain or failure to provide such information constitutes grounds for Orange County to reject the bid or proposal and to terminate, without penalty to Orange County, any contract awarded on such bid or proposal. All such information and documentation shall be maintained for a period of three years after the expiration of the contract. 4. As part of its bid or proposal, the undersigned bidder or proposer shall provide to Orange County a list of all instances within the past ten years where a complaint was filed or pending against bidder or proposer in a legal or administrative proceeding alleging that bidder or proposer discriminated against its subcontractors, vendors, suppliers, or commercial customers, and a description of the status or resolution of that complaint, including any remedial action taken. 5. As a condition of submitting a bid or proposal to Orange County the undersigned bidder or proposer agrees to comply with the Orange County Non-discrimination Ordinance. Falsification of this certification shall constitute a violation of the Orange DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 County Non-Discrimination Ordinance and shall be grounds for rejection of the bid or proposal or termination of an existing contract, without fault or further obligation to Orange County. 6. As a condition of submitting a bid or proposal to Orange County the undersigned bidder or proposer agrees that Orange County may consider the information submitted as part of this certification in its determination of the responsibility of the undersigned bidder or proposer. The undersigned bidder or proposer, as the case may be, waives the right to challenge the rejection of a bid or proposal when such rejection is based, in its entirety, on information submitted as part of this certification. The bidder or proposer certifies the undersigned has full authority to sign on its behalf. By:[DOGUSigned by: � q" Benjamin Yelm Printed Name and Title On behalf of Marcus & Mi 11 i chap Company or Corporate name DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this day of , 20 , ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and , (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Services Agreement ("Agreement") is for services to be rendered by Provider to County with respect to (insert type of project): ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Revised 07/20 1 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. Revised 07/20 2 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 i) The Provider shall perform as Basic Services the work and services described herein and as specified in the County's Request for Proposals or Request for Qualifications (the "RFP") "RFP Number for " " issued , 20 , and the Provider's proposal, which are fully incorporated and integrated herein by reference together with Attachments (designate all attachments). In the event a term or condition in any referenced document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County's RFP together with attachments, Provider's Proposal together with attachments. ii) The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert milestones task list, dates and fees. If milestones are not established mark N/A under Milestone Task 1.) Milestone Task Milestone Date Milestone Fee 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. iii) Should County reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County, at its discretion may provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider's failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. 4. Duration of Services a. Term. The term of this Agreement shall be from to b. Scheduling of Services i) The Provider shall schedule and perform its activities in a timely manner so as to meet the Milestone Dates listed in Section 3. Revised 07/20 3 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services is Dollars ($ ). In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as Project milestones as set out in Section 3(a)(ii) are achieved up to the corresponding milestone fee. (For example, Provider may invoice for the amount listed as the milestone fee corresponding to the first milestone task upon County's acknowledgement of the satisfactory completion of Task one. Upon the County's acknowledgement that the second Task has been satisfactorily completed Provider may invoice for that corresponding milestone fee.) Milestone fees shall be the maximum amount payable for its corresponding milestone task which shall not be altered except by written amendment. b. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated ( ) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php.) If Revised 07/20 4 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all Revised 07/20 5 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at hqp://www.oran eg counl nc. og v/departments/purchasing_ division/contracts.php.) Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Revised 07/20 6 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of a suit or action. e. Entire Agreement. This Agreement, together with the RFP and its attachments and the Proposal and its attachments, represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation and Government Action. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Revised 07/20 7 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 Orange County Provider's Name & Address Attention: P.O. Box 8181 Hillsborough,NC 27278 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: By: Printed Name and Title Revised 07/20 8 DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 ORANGE COUNTY—DEPARTMENT USE ONLY Department Party/Vendor Name: Party/Vendor Contact Person: Contact Phone: Party/Vendor Address: City State: Zip: Department: Amount: Purpose: Budget Code(s): Vendor# (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No❑ Contract Type: (Check one)New ❑ Renewal ❑ Amendment ❑ Effective Date Approved by Board Yes❑No ❑ Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director's Signature Date: Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases and related services)This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency of insurance standards,specifications,and requirements: Office of the Risk Management Officer Date: Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer Date: Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney Date: Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 07/20 9 DocuSign Envelope ID:D442B3A4-5DOF-49D2-ABA8-60AB45788486 r .}j 'r r. f h'' { t e,,` �•y ;+ +G _ L • , ti� :�} LyI• yy++• ' rfJ�' gr ell L, y ti Jar F • F �f=rVF�.F �'r• .f i * F _ ow I _ r• , F HIM i •- + s 1 xt I rat mm i ! OP -Aper r r. { ILI LF ir J DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 EXHIBIT A Industrial 74 PROPERTIES SOLD IN 22 STATES LeasedNet Specialists $114,016,080 IN SALES SUPPLYEQUIPMENT RENTAL OIL & GAS BUILDING WATERWORKS TIRE DISTRIBUTION AUTO REPAIR SUNBELT. United RENTALS Rentals BlueRe ne HercRen to Is Rental' �•� MORSCO FORTILINE '� ' EQUIPMENT WATERWORKS � !� SERVICES. Marcus &millichap SUPPLY CONSTRUCTION• • c WHITECAPINDUSTRIAL GROUP Equipment Ca. LKQZ FERGUSON J Southern Tire Mart Supply Co.irrc. Wilders r7 ..j? ServiceKing .FrstSource TIRES&SERVICE CpLLi5ipu eEP4IF CEwrFPS DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 EXHIBIT A Industrial Doherty Houston Industrial Group Net Leased Specialists Smoother Transactions with Better Outcomes Doherty Houston Industrial Group tailors our real estate services to meet the specific goals of each client. We combine our proprietary database with industry-leading technology to consistently execute a powerful marketing process on behalf of our SALES & ACQUISITIONS clients. Our clients value transparency, integrity, and dependability, and so do we. REAL ESTATE ADVISORY SERVICES Our Team DHIG represents landlords nationwide in the sale of single-tenant, net-leased industrial properties. Our unique understanding of these property characteristics, in-depth INDIVIDUAL PROPERTY & knowledge of the tenant base, and our following of industry-specific trends allow us to maximize value for our clients. PORTFOLIO EVALUATIONS What Makes Us Unique? 1031 EXCHANGES Our continual interaction with over 2,800 equipment rental, building supply, waterworks, tire distribution, and auto repair landlords provides us an unparalleled understanding of the industrial rental industry and how market trends impact the value REFINANCE CONSULTATION of our clients' assets. We use this knowledge in conjunction with our real estate expertise to help our clients make the best decisions possible in achieving their individual investment goals. Doherty Houston Industrial Group has performed over 475 LEASE NEGOTIATION & property evaluations for owners nationwide, and successfully completed 74 sales transaction in 22 states. CONSULTATION r. &Millichap / D O Patrick Doherty David Houston Maximiliano Navarro patrick.doherty@marcusmillichap.com david.houston@marcusmillichap.com max.navarro@marcusmillichap.com INDUSTRIAL GROUP (512)338-7855 (512)338-7834 (512)338-7862 Learn More at www.dohertyhouston.com DocuSign Envelope ID:D442B3A4-5DOF-49D2-ABA8 60AB45788486 IN - GROUP Marcus ap RALEIGHooDURHAM , NORTH CAROLINA AM GROUP HOMESTEAD MARKET MARKET OF WAKE FOREST TSC PLAZA PINECREST POINTE HAMPTON POINTE CLAYTON VILLAGE DURHAM,NC WAKE FOREST,NC FUQUAY VARINA,NC RALEIGH,NC HILLSBOROUGH,NC CLAYTON,NC $17,145,000 $11,450,000 $8,800,000 $7,000,000 $6,000,000 $5,493,629 SUNBELT RENTALS REEDY CREEK PLAZA FREEMAN CENTER 1501 &1511 SUNRISE AVE TARLTON BUSINESS CNTR SHOPPES OF HERITAGE GARNER,NC CARY,NC CARY,NC RALEIGH,NC WAKE FOREST,NC WAKE FOREST,NC $5,400,000 $4,680,000 $4,140,000 $3,800,000 $3,750,000 $3,620,000 NORTH MARKET SQUARE SHOPPES AT BEDFORD CAPITAL BANK PADDINGTON SQUARE HD SUPPLY CENTRUM STATION RALEIGH,NC RALEIGH,NC CARY,NC RALEIGH,NC MORRISVILLE,NC CARY,NC $3,500,000 $3,150,000 $2,900,000 $2,675,000 $2,650,000 $2,416,666 a HOPE VALLEY POINTE DEPARTURE DRIVE SONIC DRIVE-IN FIVE POINT COMMONS HARDEE'S(GROUND LEASE) KFC(GROUND LEASE) DURHAM,NC RALEIGH,NC WAKE FOREST,NC YOUNGSVILLE,NC SMITHFIELD,NC WAKE FOREST,NC $1,904,200 $1,200,000 $1,550,000 $1,085,000 $1,074,000 $1,000,000 DocuSign Envelope ID:D442B3A4-5DOF-49D2-ABA8-60A645788486 EXHIBIT Marcus &Milfichap AM GROUP ANDREW MARGULIES HARRISON CREASON CHARLES GALLAGHER Senior Vice President I Investments Senior Associate I Investments Senior Associate I Investments National Retail Group National Retail Group National Healthcare Properties Group (312) 543-0010 (803) 556-6446 (843) 737-2631 Andrew.Margulies@marcusmillichap.com Harrison.Creason@marcusmillichap.com Charles.Gallagher@marcusmillichap.com NC: 264059, IL: 475147606 SC: 91161 SC: 91218, NC: LC597, VA: 0225243667 JASON JOLLY JOE RENNER RISHI SHAH Associate I Investments Associate I Investments Senior Associate I Investments Net-Lease Properties Group National Retail Group National Retail Group (843) 303-0778 (804) 420-2257 (910) 977-1596 Jason.Jolly@marcusmillichap.com Joseph.Renner@marcusmillichap.com Rishi.Shah@marcusmillichap.com SC: 36954 I L: 475.183374, VA: 0225239508 NC: 281901 IL t � DocuSign Envelope ID:D442B3A4-5DOF-49D2-ABA8-60A645788486 EXHIBIT Singic; I enant Industrial Properties Sold in North Carolina) South Carolina, and Virginia DOHERTY HOUSTON INDUSTRIAL ' AM GROUP vBuilders FirstSource-Tappahannock,VA vUnited Rentals - Raleigh, NC vHD Supply- Morrisville, NC vFortiline Waterworks- Greensboro, NC Neff Rental(Now United Rentals) - Greensboro, NC vSunbelt Rentals - Garner, NC vSunbelt Rentals - Indian Trail, NC v (Pending Under Contract) Sunbelt Rentals- Morrisville, NC vFortiline Waterworks- Fayetteville,NC v v Sunbelt Rentals- Fayetteville, NC vFedEx Express- Greenville,NC vA&L Body Shop- Kinston, NC Sunbelt Rentals-Anderson,SC vHerc Rentals- Greer,SC pVolvo Rents(Now United Rentals) - Simpsonville,SC PVolvo Rents(Now United Rentals) - West Columbia,SC DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 -EXHIBIT D OVER 00 0111CIS AND MORE THAN 25000 AGENTS THROUGHOUT THE U,S, AND CANADA Today,Marcus&Millichap is the industry's largest firm specializing in real ate investment sales and ry . . optimal . . . . we are dedicated and a . .. . for themselves. UNITED STATES ALABAMA s Birmingham Mobile ARIZONA Phoenix r Tucson CALIFORNIA Bakersfield Calabasas(HQ) Encino UTAH Fresno Salt Lake City Long Beach Los Angeles VIRGINIA Newport Beach GEORGIA Hampton Roads Oakland Atlanta Richmond Ontario Palm Springs IDAHO WASHINGTON Palo Alto Boise MASSACHUSETTS NEW YORK Seattle Boston PENNSYLVANIA russia Spokane Sacramento Brooklyn San Diego ILLINOIS Manhattan King ladel hia San Francisco Chicago MICHIGAN Philadelphia WISCONSIN g Detroit Westchester Milwaukee South Bay Chicago Oak Brook SOUTH CAROLINA Ventura MINNESOTA NORTH CAROLINA West Los Angeles INDIANA Charlotte Uptown p Charleston own Indianapolis Minneapolis Greensboro Columbia CANADA COLORADO Raleigh Denver KANSAS MISSOURI TENNESSEE HL6CfSIH Kansas City St.Louis OHIO Knoxville Edmonton CONNECTICUT Cincinnati Memphis New Haven KENTUCKY NEVADA Cleveland Nashville BRITISH COLUMBIA Louisville Las Vegas Columbus Vancouver FLORIDA Reno TEXAS Fort Lauderdale LOUISIANA OKLAHOMA Austin ONTARIO Fort Myers Baton Rouge NEW JERSEY Oklahoma City Dallas Ottawa Jacksonville Saddle Brook Tulsa Fort Worth Toronto Miami MARYLAND Houston Orlando Baltimore NEW MEXICO OREGON San Antonio Tampa Washington,D.C. Albuquerque Portland The Woodlands Montreal Real Estate Investment Sales » Financing» Research»Advisory Services Marcus&Millichap DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 __ � / � ,' JJ 7 CIIINTS AREN'T BOUND BY GEOGRAPHIC BOUNDARIES zz A. Our proprietary allows us to effortlessly move capital around the country. OVER $11.5 BILLION MOVES ACROSS DOMESTIC BORDERS I • ' OUTBOUND INBOUND OUTBOUND �• INBOUND OUTBOUND �• INBOUND $3.813 $6381V $I.OB $2.2B $4.OB $553M �7 r� MOUNTAINSOUTH/SOUTHEAST + OUTBOUND + INBOUND OUTBOUND + INBOUND OUTBOUND I INBOUND $1.0 $2.3B $575M $3.6B As of trailing 12 months through 3Q 2020 Source:Marcus&Millichap Research Services,MNet Real Estate Investment Sales » Financing» Research»Advisory Services Marcus&Millichap DocuSign Envelope ID: D442B3A4-5DOF-49D2 ABA8-60AB45788486 / - - - -_— jEXHIBIT F - MARCUS ' M1111CHAP CI — -- TRANSACTIONS IMORI Our team is dedicated to being true experts in the field and achieving exceptionalTHAN ANY OTHER [IRM property client at a time.We invite you to see how we can help you achieve your goals today,tomorrow d for years to . Investment Sales Brokerage Company Ranking* Closed Transactions Marcus & Millicha� i 4,538 CBRE 2,930 Cushman & Wakefield 1,944 Colliers International 1,465 JLL 1,243 Newmark 1,237 NAI 917 Keller Williams 815 Lee & Associates 585 Coldwell Banker 532 Trailing 12-months through 3Q 2020 Apartment transactions include multifamily buildings 5 units and greater Includes sales$I million and greater in which the brokerage firms represented either the buyer or seller Deals that were double-ended by the same brokerage are counted as one deal.Deals brokered by differentfirms on the buy side and sell side count as one deal for each brokerage. Sources:Marcus&Millichap Research Services,Costar Group,Inc.,Real Capital Analytics,NICMap Real Estate Investment Sales » Financing» Research»Advisory Services Marcus&Millichap DocuSign Envelope ID:D442B3A4-5DOF-49D2-ABA8-60AB45788486 EXHIBIT G WANT To MAXIMIZI YOUR HIINVISTMINT9 SPEAK WITH THE 1031 EXCHANGE INDUSTRY LEADER TO LEARN MORE ABOUT DEFERRING CAPITAL GAINS TAXES A 1031 exchange is a simple way to defer payment of capital gains after the sale of an investment property by reinvesting in a new property.With our industry-leading inventory and proprietary platform,we are able to connect more 1031 buyers with more properties than any other firm. J � � W Q � w p Z 2550 0 1 100 1 1 1031 EXCHANGES CLOSED 1 'TH 1 INVENTORYLAST YEAR p J CC W Q � W O Z 49B 1 I IN CLOSED TRANSACTIONS 1 . LAST YEAR chap.co 03 1 exchange to learn more. Real Estate Investment Sales Financing Research Advisory Services DocuSign Envelope ID: D442B3A4-5DOF-49D2-ABA8-60AB45788486 DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 02/23/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Melnora Cruz NAME: MOC Insurance Services aCC Ext: (415)957-0600 A cX No): (415)957-0577 License No.0589960 E-MAIL mcruz@mocins.com ADDRESS: 101 Montgomery St.,Suite 800 INSURER(S)AFFORDING COVERAGE NAIC# San Francisco CA 94104 INSURERA: Federal Insurance Company 20281 INSURED INSURER B: Great Northern Ins.Co. 20303 Marcus&Millichap,Inc.;Marcus&Millichap REIS,Inc. INSURER C: Sentry Casualty Company 28460 23975 Park Sorrento,Suite 400 INSURER D: Lloyds of London 15792 INSURER E: Travelers Property&Casualty Calabasas CA 91302 INSURER F: COVERAGES CERTIFICATE NUMBER: 2020 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCEADDLSUBR POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE F OCCUR PRIM SES Ea :Nru ence $ 1,000,000 X $10,000 Deductible MED EXP(Any one person) $ 10,000 A Y Y 36027390 10/31/2020 10/31/2021 PERSONAL&ADV INJURY $ 1,000,000 MOTHER LAGGREGATE LIMIT APPLIES PERGENERAL AGGREGATE $ 2,000,000 POLICY ❑ PRO FXLOC PRODUCTS-COMP/OPAGG $ 2,000,000 JECT: Policy Aggregate $ 10,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANYAUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED 73591246 10/31/2020 10/31/2021 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accidHent Comp/Collision Ded $ 1,000 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 50,000,000 A/E EXCESS LAB CLAIMS-MADE 79883601/ZUP21P4726120NF 10/31/2020 10/31/2021 AGGREGATE $ 50,000,000 DED I I RETENTION $ None �/ $ WORKERS COMPENSATION X STATUTE ERH AND EMPLOYERS'LIABILITY Y/N C ANY PROPRIETOR/PARTNER/EXECUTIVE NIA 901994502(WI)901994501(AOS) 03/23/2020 03/23/2021E.L.EACHACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED El (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D/A Professional Liability/Fidelity Bond SF202718P/82373662 08/12/2020 12/12/2021 E&O $5,000,000 Crime $3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Location:401 Valley Forge Road,Hillborough,NC 27278 Orange County is named as additional insured as their interest may appear. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Orange County ACCORDANCE WITH THE POLICY PROVISIONS. P.O.Box 8181 AUTHORIZED REPRESENTATIVE Hillsborough NC 27278 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD