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HomeMy WebLinkAbout2024-279-E-AMS-Pickett Sprouse Commercial Real Estate-1616 Ferguson RdRevised 01/24 1 [Departmental Use Only] TITLE SWM Ferguson FY 2023/2024 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 30th day of April, 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Pickett Sprouse Commercial Real Estate, (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 Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Site selection and real estate consultations related to purchasing or leasing. 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 DocuSign Envelope ID: BA26D1D2-FE7B-4CE7-ADA9-EAB20084596E Revised 01/24 2 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 any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. vii)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 DocuSign Envelope ID: BA26D1D2-FE7B-4CE7-ADA9-EAB20084596E Revised 01/24 3 a.Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): See attached Representation agreement. 4.Duration of Services a.Term. The term of this Agreement shall be from 04/30/2024 to 09/30/2024. b.Scheduling of Services. i)The Provider shall schedule and perform its activities in a timely manner. 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 04/30/2024. 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 shall not exceed Twelve Thousand Five Hundred Dollars ($12,500.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b.Disputes. 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. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 6.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. 7.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. 8.Insurance DocuSign Envelope ID: BA26D1D2-FE7B-4CE7-ADA9-EAB20084596E Revised 01/24 4 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 County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (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. DocuSign Envelope ID: BA26D1D2-FE7B-4CE7-ADA9-EAB20084596E Revised 01/24 5 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 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 work on 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. 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. c.Non-Discrimination. 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 non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any DocuSign Envelope ID: BA26D1D2-FE7B-4CE7-ADA9-EAB20084596E Revised 01/24 6 violation of the Orange County Non-Discrimination Policy 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. 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 such suit or action. e. Entire Agreement. This Agreement 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. 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 or 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 or 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. 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 DocuSign Envelope ID: BA26D1D2-FE7B-4CE7-ADA9-EAB20084596E Revised 01/24 7 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 Attention:Bonnie Hammersley Pickett Sprouse Comm RE P.O. Box 8181 1901 Hillandale Rd.Suite 100 Hillsborough, NC 27278 Durham, NC 27705 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: BA26D1D2-FE7B-4CE7-ADA9-EAB20084596E Revised 01/24 8 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: _________________________________ Bonnie Hammersley By: __________________________________ Mark O'Neal DocuSign Envelope ID: BA26D1D2-FE7B-4CE7-ADA9-EAB20084596E 5/2/20245/17/2024 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Pickett Sprouse Commercial Real Estate Vendor Contact Person: Mark O'Neal Phone: 919-493- 0395 Address: 1901 Hillandale Rd. Suite 100 City Durham State: NC Zip: 27705 Department: AMS Amount: $12,500.00 Purpose: 1616 Ferguson Rd Budget Code(s): 55355030-850000-35003 Vendor # 59177 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 04/09/2024 End Date 09/30/2024 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Alan Dorman Signature Authority - BOCC Express Delegation (Agenda Date: ) -Policy 9.4:Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation 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. This agreement is approved as to technical form and content . Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 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: Received for record retention: Office of the Clerk to the Board __________________________________________Date:________ DocuSign Envelope ID: BA26D1D2-FE7B-4CE7-ADA9-EAB20084596E 5/1/2024 5/6/2024 5/13/2024 5/14/2024 5/17/2024 Page 1 of 4 This form approved by: North Carolina Association of REALTORS®, Inc. Client Initials _______ _______ Firm Rep. Initials _______ STANDARD FORM 530 Revised 7/2022 © 7/2023 EXCLUSIVE BUYER/TENANT REPRESENTATION AGREEMENT The undersigned, ____________________________________________________________________________________ ("Client"), hereby employs ______________________________________________________________________________________ ("Firm"), as Exclusive Representative to secure for Client acceptable properties and assist in negotiating terms and conditions accepta ble to Client for the purchase or lease of such properties in accordance with the terms of this Agreement. 1. This Agreement shall commence this date and terminate at 11:59pm (based upon the time at the locale of the Firm’s office) on ___________________________. Client represents that, as of the commencement date of this Agreement, Client is not a party to a buyer/tenant representation agreement with any other person or firm. 2. General requirements and purposes of the properties and transactions sought will be outlined by specifications. In the e vent Client modifies these specifications, Client will notify Firm in writing of the new requirements and/or purposes. These requirements and purposes are informational only in nature and are not a condition of this Agreement. 3.Client understands that other prospective buyers or tenants represented by Firm may seek property, submit offers, and contract to purchase or lease property through Firm, including the same or similar property as Client seeks to purchase or lease. Client acknowledges, understands and consents to such representation of other prospec tive buyers or tenants by Firm. 4. The geographic scope of this Agreement contemplates any properties within: ___________________________________________ __________________________________________________________________________________________________________. 5. In consideration of this exclusive right to represent Client, Firm will pursue diligently the location of acceptable prop erties and transactions as specified by Client. Any purchase or lease of property by Client during the term of this exclus ive right will be subject to the terms of this Agreement. 6. In consideration of the services to be performed by Firm, Client agrees to compensate Firm for each property purchased or leased by payment of a fee as follows: Purchase: When a seller accepts an unconditional offer from Client or when all conditions have been met following a seller’s acceptance of a conditional offer from Client, then Client shall pay Firm a fee equal to ___________________________ percent (_______________________________________________________%) of the gross sales price of the property, or the sum of _______________________________________________________________ ($ ___________________), whichever is greater. Gross sales price includes any and all consideration received or receivable, in whatever form, by Seller including, but not limited to, the assumption or release of existing liabilities. Lease: If Client and a landlord directly or indirectly leases or agrees to the lease of a property, Client shall pay Firm ____________________ percent (___________%) of the total rent for the first________ months in which rent is to be paid, plus _________________ per cent (__________%) of the total rent for the remainder of the term; or $ ______________________________ (flat fee), whi chever is greater. Other: (Retainer Fee, Bonus, Incentives, etc.) Orange County Pickett Sprouse Commercial Real Estate 09/30/2024 Five miles of 1616 Ferguson Road, Chapel Hill, NC ten thousand 10,000 10,000 See Attached DocuSign Envelope ID: BA26D1D2-FE7B-4CE7-ADA9-EAB20084596E Page 2 of 4 STANDARD FORM 530 Revised 7/2022 © 7/2023 Client Initials _______ _______ Firm Rep. Initials _______ The parties agree that Firm shall first seek the fee from the listing agent. If there is no listing agent, Firm shall first seek the fee from the seller/landlord. Should the fee so obtained be greater than the fee listed above, Firm shall be entitled to retain the difference. Should the fee so obtained be less than the fee listed above, Client shall pay Firm the difference at closing or upon executi on of a lease, as applicable. Fees will be due and payable at closing or upon execution of a lease, as applicable. If Client defaults in a purchase or lease co ntract, or if such agreement is terminated after becoming a binding agreement, the total compensation that would have been due Firm had the transaction been consummated will be due and payable immediately in cash from Client. “Client” as used herein is deemed to include, but is not limited to, its successors or assigns, principals, officers, directors, e mployees or shareholders thereof or any affiliate, alter- ego or commonly controlled entity of the Client. If a lease for which a commission is payable hereunder contains (i) an option or right of first refusal to renew or extend, a nd a lease term is renewed or extended whether strictly in accordance with the terms of such option or right or otherwise and/or (ii) an option or right of first refusal to expand, and Client exercises such option or right whether strictly in accordance with the terms of such option or right or otherwise, then Client shall pay a commission in accordance with this Section 6- Lease on the additional base rental to be paid, calculated at the commission rate applicable hereunder for the years of the lease in which the additional base rental is payable. Said commission shall be earned and payable upon the notice of exercise of any option or right of first refusal to renew or extend or upon the notice of exercise of any option or right of first refusal to expand, as applicable. Notice: Client understands and acknowledges that there is the potential for a conflict of interest generated by a percentage of transaction value based fee for representing Client. The amount, format or rate of real estate fees is not fixed by law. Fees are set by each firm individually and may be negotiable. 7. In the event that, during the _________________ (_____) months following the termination of this Agreement, Client consummates a transaction involving property disclosed to him by Firm or a different property from a party introduced to Client by Firm during the representation period, Client will assure the payment to Firm of the fee provided in Section 6 of this Agreement; provided that the names of prospective properties, owners and other agents are delivered to Client by Firm or postmarked within fifteen (15) days after the termination of this Agreement. Firm will provide negotiation and closing services to Client in connection with such transaction only if this Agreement is extended in writing; however, if this Agreement is not extended, Firm will still be entitled to payment of its fee. 8. Firm will act as agent on behalf of Client and will disclose its agency relationship in writing, and Client will cooperate with Firm in executing a written disclosure of agency, in connection with any transaction hereunder. Firm has advised Client of Firm’s general company policy regarding cooperation with other agents. Client authorizes Firm to cooperate with and compensate buyer/tenant subagents representing only the Client. Firm shall disclose to Client the identity and role of any buyer/tenant subagent in a transaction. 9.Client has received a copy of the “Working With Real Estate Agents Disclosure” and has reviewed it with Firm. Client understands that the potential for dual agency will arise if Client becomes interested in viewing a property listed by Firm. Firm may repres ent more than one party in the same transaction only with the knowledge and informed consent of all parties for whom Firm acts. (a) Disclosure of Information. In the event Firm serves as a dual agent, Client agrees that without permission from the party about whom the information pertains, Firm shall not disclose to the other party the following information: (1) that a party may agree to a price, terms, or any conditions of sale or lease other than those offered; (2) the motivation of a party for engaging in the transaction, unless disclosure is otherwise required by statute or rule; an d (3) any information about a party which that party has identified as confidential unless disclosure is otherwise required by statute or rule. (b) Firm’s Role as Dual Agent. If Firm serves as agent for both Client and a seller/landlord in a transaction involving a property, Firm shall make every reasonable effort to represent Client and seller/landlord in a balanced and fair manner. Firm shall also make every reasonable effort to encourage and effect communication and negotiation between Client and seller/landlord. Client understands and acknowledges that: (1) Prior to the time dual agency occurs, Firm will act as Client’s non-exclusive agent; (2) In its separate representation of Client and seller/landlord, Firm may obtain information which, if disclosed, could harm the bargaining position of the party providing such information to Firm; (3) Firm is required by law to disclose to Client and seller/landlord any known or reasonably ascertainable material facts. Client agrees Firm shall not be liable to Client for (i) disclosing material facts required by l aw to be disclosed, and (ii) refusing or failing to disclose other information the law does not require to be disclosed which could harm or compromise one party's bargaining position but could benefit the other party. six 6 DocuSign Envelope ID: BA26D1D2-FE7B-4CE7-ADA9-EAB20084596E Page 3 of 4 STANDARD FORM 530 Revised 7/2022 © 7/2023 Client Initials _______ _______ Firm Rep. Initials _______ (c) Client’s Role. Should Firm become a dual agent, Client understands and acknowledges that: (1) Client has the responsibility of making Client’s own decisions as to what terms are to be included in any lease or purchase and sale agreement with a seller/landlord client of Firm; (2) Client is fully aware of and understands the implications and consequences of Firm‘s dual agency role as expressed herein to provide balanced and fair representation of Client and seller/landlord and to encourage and effect communication between them rather than as an advocate or exclusive agent or representative; (3) Client has determined that the benefits of dual agency outweigh any disadvantages or adverse consequences; (4) Client may seek independent legal counsel to assist Client with the negotiation and prepar ation of a lease or purchase and sale agreement or with any matter relating to the transaction which is the subject matter of a lease or purchase and sale agreement. Should Firm become a dual agent, Client waives all claims, damages, losses, expenses or liabilities, other than violations of the North Carolina Real Estate License Law and intentional wrongful acts, arising from Firm's role as a dual agent. Client shall have a duty to protect Client’s own interests and should read any lease or purchase and sa le agreement carefully to ensure that it accurately sets forth the terms which Client wants included in said agreement. (d)Designated Dual Agency. When a real estate firm represents both the buyer/tenant and seller/landlord in the same real estate transaction, the firm may, in its discretion, offer designated dual agency. If offered, designated dual agency permits the firm, with the prior express approval of both the buyer/tenant and seller/landlord, to designate one or more agents to represent on ly the interests of the seller/landlord and a different agent(s) to represent only the interests of the buyer/tenant, unless prohibi ted by law. (e) Authorization/Direction (initial). ______ _____ Dual Agency. Client authorizes the Firm to act as a dual agent, representing both the Client and the seller/landlord, subject to the terms and conditions set forth in paragraph 9. Client  DOES  DOES NOT authorize the same individual agent to represent both the Client and the seller/landlord in a transaction. ______ ______(also initial if Firm offers designated dual agency and Client authorizes designated dual agency) Designated Dual Agency. In addition to authorizing Firm to act as a dual agent, Client authorizes and directs Firm to designate an individual agent(s) to represent the Client and a different individual agent(s) to represent the seller/landlord. Firm will practice designated dual agency unless: (i) designated agency would not be permitted by law due to circumstances existing at the time of the transaction, or (ii) Client authorizes Firm in writing to remain in dual agency only. OR ______ ______ Exclusive Representation. Client desires exclusive representation at all times during this agreement and does NOT authorize either dual agency or designated dual agency. 10.Client will provide Firm, upon request, relevant personal and financial information to assist Firm's efforts to locate proper ty as outlined. Client further agrees to view or consider property of the general nature set forth in this Agreement, to negotiate a transaction in good faith if acceptable to Client, and cooperate fully with Firm, including referring to Firm all inquiries and proposals received regarding potential properties. Upon request, Client will provide Firm with documentation disclosing Firm’s exclusive right to represent Client. 11.This Agreement shall be binding upon and inure to the benefit of the parties, their heirs, successors and assigns and their p ersonal representatives. Client agrees that at any time during the term of this Agreement, Firm may either assign Firm’s rights and responsibilities hereunder to another real estate agency, or transfer to another person or entity all or part of the ownershi p of Firm’s real estate agency, and that in the event of any such assignment or transfer, this Agreement shall continue in full force and effect; provided, that any assignee or transferee must be licensed to engage in the business of real estate brokerage in the State of North Carolina. In the event of any such assignment or transfer, Client may terminate this Agreement without cause on thirty (30) days’ prior written notice to the assignee or transferee of Client’s intent to terminate this Agreement. An individual agent may not be designated to represent a party in a transaction if that agent has received confidential information concerning the other party in connection with the transaction. DocuSign Envelope ID: BA26D1D2-FE7B-4CE7-ADA9-EAB20084596E Page 4 of 4 STANDARD FORM 530 Revised 7/2022 © 7/2023 12.This Agreement may be executed in one or more counterparts, which taken together, shall constitute one and the same original document. Copies of original signature pages of this Agreement may be exchanged via facsimile or e -mail, and any such copies shall constitute originals. This Agreement contains the entire agreement of the parties and supercedes all prior written and oral proposals, understandings, agreements and representations, all of which are merged herein. The parties acknowledge and agree that: (i) the initials lines at the bottom of each page of this Agreement are merely evidence of their having reviewed the terms of each page, and (ii) the complete execution of such initials lines shall not be a condition of the effectiveness of this Agreement. No amendment or modification to this Agreement shall be effective unless it is in writing and executed by all parties hereto. No waiver of any breach of any obligation or promise contained herein shall be regarded as a waiver of any future breach of the same or any other obliga tion or promise. The invalidity of one or more provisions of this Agreement shall not affect the validity of any other provisions hereof a nd this Agreement shall be construed and enforced as if such invalid provisions were not included. It shall not be deemed a br each of this Agreement for Firm to comply with an order resulting from an arbitration conducted by a REALTOR® association or issued by a court of competent jurisdiction. If legal proceedings are instituted to enforce any provision of this Agreement, the prevailing party in the proceeding shall be entitled to recover from the non-prevailing party reasonable attorneys fees and court costs incurred in connection with the proceeding. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. THE BROKER SHALL CONDUCT ALL BROKERAGE ACTIVITIES IN REGARD TO THIS AGREEMENT WITHOUT RESPECT TO THE RACE, COLOR, RELIGION, SEX, NATIONAL ORIGIN, HANDICAP OR FAMILIAL STATUS OF ANY PARTY OR PROSPECTIVE PARTY. FURTHER, REALTORS® HAVE AN ETHICAL DUTY TO CONDUCT SUCH ACTIVITIES WITHOUT RESPECT TO THE SEXUAL ORIENTATION OF ANY PARTY OR PROSPECTIVE PARTY. THE NORTH CAROLINA ASSOCIATION OF REALTORS, INC. MAKES NO REPRESENTATION AS TO THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION OF THIS FORM IN ANY SPECIFIC TRANSACTION. CLIENT: Individual _________________________________________________ Date:_____________________________________________ _________________________________________________ Date:_____________________________________________ FIRM: ___________________________________________________ (Name of Firm) By:________________________________________________ Name:_____________________________________________ Individual license #:__________________________State:____ Date:______________________________________________ CLIENT: Business Entity _________________________________________________ (Name of Entity) By:______________________________________________ Name:____________________________________________ Title:_____________________________________________ Date:_____________________________________________ FIRM: Address:_____________________________________________ _____________________________________________ Phone:_______________________________________________ Facsimile:____________________________________________ E-mail:______________________________________________ Address:___________________________________________ ___________________________________________ Phone:_____________________________________________ Facsimile:__________________________________________ E-mail:_____________________________________________ Pickett Sprouse Commercial Real Estate Mark O'Neal 77119 1901 Hillandale Road, Suite 100 Durham, NC 27705 Orange County 919-493-0395 Bonnie Hammersley marko@pickettsprouse.com County Manager P.O. Box 8181 Hillsborough, NC 27278 DocuSign Envelope ID: BA26D1D2-FE7B-4CE7-ADA9-EAB20084596E 5/2/2024 2,452,306.00 5/17/2024 bhammersley@orangecountync.gov Addendum to Exclusive Buyer Representation Agreement (6. Other) Orange County, Client Pickett Sprouse Commercial Real Estate, Firm 6.Other: Firm will work with Client to define guidelines for site selection, Contract/Lease parameters, and messaging that can be shared with the Landowners; thus, guiding Client’s Broker/Firm to craft an acceptable set of terms meeting Client’s criteria. Client will provide a Retainer Fee of $2,500 to initiate this process as further defined in Phase 1 below, A General Statement of Tasks. The Retainer Fee will be credited against the $10,000 success fee as part of a Purchase or Lease. Orange County Solid Waste Site Proposal General Statement of Tasks While these rural solid waste sites may be approved “uses” under the zoning use table, these are commercial uses that impact rural residential surrounding owners. Thus, the site selection is dependent upon convincing surrounding owners that the County will adequately buffer sight and environmental concerns including traffic and light pollution. Defining the intended uses and following the County’s site planning, erosion control, and stormwater requirements are all assurances that the County’s Broker representatives will need to be prepared to make at every step in the owner communication process. Site selection and the purchase/lease process can be lengthy and involve many time consuming and unforeseeable twists and turns. Phase 1 1)Meet with County selection team to define objectives, and site flexibilities, and shared expectations. Discuss approval processes for County selection, time lines, and conditions for closing. Identify priorities. 2)Develop Broker Opinion of Value price ranges for each target site area and current MLS listed properties that may meet site criteria. Reconcile values with County opinion of value range for each area. Potentially involve the OC Tax Department for revaluation data for value confirmation. 3)Agree upon contract mechanism for purchase: option or contract to purchase, basis for initial option fees or due diligence fees, or % earnest money amounts for initial offers. This information is to create an upfront range of values to help in guiding contract terms/negotiations for final County approval. Phase 2 1)Identify viable options currently available on the market and screen for options. 2)Identify potential tracts meeting selection criteria for direct owner contact. 3)Review options with Client and initiate initial outreach with Brokers and Owners. 4)Repeat and revise targets until successful. Can be a lengthy process or require more aggressive purchase price. DocuSign Envelope ID: BA26D1D2-FE7B-4CE7-ADA9-EAB20084596E Phase 3 1)Contract/Lease- Price, Examination Period, Other Conditions, Closing Date Phase 4 1)Closing Process---dependent upon Contract/Lease terms. DocuSign Envelope ID: BA26D1D2-FE7B-4CE7-ADA9-EAB20084596E DocuSign Envelope ID: BA26D1D2-FE7B-4CE7-ADA9-EAB20084596E