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HomeMy WebLinkAbout2025-165-E-AMS-Capkov-Purchase land for the Crisis Diversion Center on Waterstone Drive1 PURCHASE AND SALE CONTRACT This purchase and sale contract (“Contract”) is made as of the Effective Date by CAPKOV VENTURES, INC., a North Carolina business corporation (“Seller”) and ORANGE COUNTY, NORTH CAROLINA, a political subdivision of the State of North Carolina (“Buyer”). ARTICLE I Basic Terms and Definitions Basic Defined Terms. BUYER: Orange County North Carolina 300 West Tryon Street Hillsborough, North Carolina 27278 Attn: Travis Myren, County Manager Tel: 919.245.2300 Email: tmyren@orangecountync.gov BUYER’S COUNSEL: Kennon Craver, PLLC 4011 University Drive Suite 300 Durham, North Carolina 27707 Attn: Brian M. Ferrell Tel: 919.490.0500 Email: bferrell@kennoncraver.com CLOSING DATE: June 30, 2025, as may be extended in accordance with Section 2.5. EARNEST MONEY: The $25,000.00 in earnest money to be deposited with Escrow Agent in accordance with Section 2.3, and any interest earned on that earnest money. EFFECTIVE DATE: The date (as set forth on the signature page to this Contract) on which this Contract is executed by the last of Buyer and Seller. ESCROW AGENT and TITLE COMPANY: Investors Title Insurance Company P.O. Drawer 2687 Chapel Hill, North Carolina 27515 Attn: CommercialEscrow@invtitle.com INSPECTION PERIOD: The period beginning on the Effective Date and ending at 11:59 p.m. on the date that is 60 days after the Effective Date. Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 2 LAND: The land containing approximately 5 acres located on Waterstone Drive, Hillsborough, NC and being portions of the property having Orange County PINs 9873422375, 9873425271, 9873425076, 9873415972, 9873416716, and 9873510737, as shown on Exhibit A, together with all privileges, rights and easements appurtenant to that land. PURCHASE PRICE: $1,350,000.00 SELLER: Capkov Ventures, Inc. 112 Milton Street Chapel Hill, North Carolina 27514 Attn: Eric Chupp Tel: 919.260.7262 Email: ericbchupp@bellsouth.net SELLER’S COUNSEL: Beemer, Hadler and Willett PA 1829 East Franklin Street, Suite 800B Chapel Hill, North Carolina 27514 Attn: Wayne Hadler Tel: whadler@bhcwlaw.com Email: 919.929.0391 Additional Defined Terms. 1.2.1 “Applicable Laws” means all statutes, codes, laws, ordinances, orders, rules and regulations of any governmental authority applicable to the Property, including those relating to zoning, subdivision, construction and land use. 1.2.2 “Bankruptcy Code” means Chapter 11 of the United States Code. 1.2.3 “Closing” is defined in Section 2.4. 1.2.4 “Declaration” is defined in Section 6.2. 1.2.5 “Declaration Delivery Date” is defined in Section 6.2. 1.2.6 “Deed” is defined in Section 7.1.1. 1.2.7 “Easements” is defined in Section 6.3. 1.2.8 “Easement Delivery Date” is defined in Section 6.3. 1.2.9 “Environmental Laws” means all present and future federal, state and local laws, statutes, regulations, rules, ordinances and common law, and all judgments, decrees, orders, agreements or permits, issued, promulgated, approved or entered thereunder by any government authority relating to pollution or Hazardous Materials or protection of human health or the environment, including the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), as amended. 1.2.10 “Extension Deposit” is defined in Section 2.5. Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 3 1.2.11 “Financial Encumbrance” is defined in Section 4.1.2. 1.2.12 “Hazardous Materials” means any waste, pollutant, chemical, hazardous material, hazardous substance, toxic substance, hazardous waste, special waste, solid waste, asbestos, radioactive materials, polychlorinated biphenyls, petroleum or petroleum-derived substance or waste and any other pollutant, material, substance or waste regulated under or as defined by any Environmental Laws. 1.2.13 “Improvements” means all improvements located on the Land and all fixtures affixed to the Land or other improvements. 1.2.14 “Inspections” is defined in Section 3.1.. 1.2.15 “Intended Use” means Buyer’s development of the Property for a Crisis Diversion Facility. 1.2.16 “Losses” means all losses, costs (including reasonable attorneys’ and consultants’ fees), damages, obligations, claims or liabilities. 1.2.17 “Objection” is defined in Section 4.1.3. 1.2.18 “Objection Response” is defined in Section 4.1.3. 1.2.19 “OFAC” is defined in Section 5.1.10. 1.2.20 “Permitted Exceptions” is defined in Section 4.1.2. 1.2.21 “Plan Approval Period” is defined in Section 6.1.2. 1.2.22 “Property” means, collectively, the Land and the Improvements 1.2.23 “Property Documents” is defined in Section 6.5. 1.2.24 “Site Plan” is defined in Section 6.1.1. 1.2.25 “Subdivision Plat” is defined in Section 4.2. 1.2.26 “Subdivision Plat Delivery Date” is defined in Section 6.4. 1.2.27 “Taxes” is defined in Section 7.2.1(a). 1.2.28 “Title Commitment” is defined in Section 4.1.2. 1.2.29 “Unpermitted Exception” is defined in Section 4.1.2. ARTICLE II Agreement to Sell and Purchase Property to Be Sold. For good and valuable consideration, the receipt and sufficiency of which are acknowledged by Seller and Buyer, Seller agrees to sell, and Buyer agrees to purchase, the Property. Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 4 Purchase Price. Buyer shall pay the Purchase Price to Seller on the Closing Date by wire transfer. Earnest Money. Within ten (10) business days after the Effective Date, Buyer shall deliver to Escrow Agent the Earnest Money. Escrow Agent shall hold the Earnest Money in an interest bearing account with a financial institution insured by the Federal Deposit Insurance Corporation. Escrow Agent shall hold and disburse the Earnest Money in accordance with the terms of this Contract, including the terms on Exhibit B. At Closing, the Earnest Money will be applied against the Purchase Price. Closing. The closing (“Closing”) shall occur through an escrow at the offices of Buyer’s Counsel on the Closing Date. All funds necessary for Closing shall be deposited with Buyer’s Counsel and held in a trust account with Truist Bank. Upon satisfaction of all closing conditions and deliveries (including a title update confirming that title to the Property is in the condition required by this Contract and the recordation of the Deed (as defined in Section 7.1.1(a)), Buyer and Seller shall direct Buyer’s Counsel to deliver the closing documents to the appropriate parties and make disbursements according to the closing statement executed by Buyer and Seller. 2.5 Closing Date Extensions. Buyer shall have the right to adjourn and otherwise extend the Closing Date for two (2) periods of thirty (30) days each by the payment of an addition $10,000 for each such extension to the Escrow Agent (each an “Extension Deposit”). Each Extension Deposit is non- refundable to Buyer except in the event of a breach by Seller and shall be applied to the Purchase Price at Closing. ARTICLE III Inspection Access and Inspection. Buyer’s agents, contractors, employees and representatives may enter the Property for the purposes of inspecting the Property, conducting soil tests, surveys, mechanical and structural engineering studies, environmental investigations (including installing groundwater monitoring wells, performing soil borings and analysis of the soil, groundwater, surface water, sediment and other media at the Property), title examinations, and any other investigations and inspections as Buyer may reasonably require to assess the condition of the Property (collectively, “Inspections”). All Inspections shall occur at reasonable times and be conducted so as not to unreasonably interfere with the use or operation of the Property. If Buyer desires to conduct any invasive testing at the Property, then Buyer shall do so only after reasonable prior written notice to Seller (which shall be at least three (3) business days in advance). As Seller’s request, Buyer shall promptly furnish to Seller copies of any reports received by Buyer related to its Inspections. The Inspections will not materially damage the Property except as is ordinarily required for the performance of the Inspections. Buyer shall hold Seller harmless from and against any claims for injury to person or for damage to property to the extent resulting from the Inspections, except for claims arising out of: (a) any existing environmental contamination or latent defects on the Property that are discovered by Buyer as a result of the Inspections, and any disclosure of such matters by Buyer or its consultants to a governmental agency that may be required by Applicable Laws; and (b) any matters arising directly or indirectly from the acts or omissions of Seller. Seller shall also cooperate in good faith with Buyer and Buyer’s agents and employees during the Inspection Period. Inspection Period. Buyer may, for any reason (or for no reason), terminate this Contract at any time prior to the end of the Inspection Period by delivering notice to Seller. If Buyer so terminates this Contract, then Escrow Agent shall refund the Earnest Money to Buyer and neither party shall have any further rights or obligations under this Contract (other than those that expressly survive termination of this Contract). Buyer’s failure to terminate this Contract prior to the end of the Inspection Period shall not Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 5 constitute a waiver of any condition precedent to Closing or any other obligation of Seller under this Contract. ARTICLE IV Title and Subdivision Plat Title. 4.1.1 At Closing, Seller shall convey to Buyer good and marketable fee simple title to the Property. For the purposes of this Contract, “good and marketable fee simple title” means fee simple ownership that is (a) free of all claims, liens and encumbrances other than the Permitted Exceptions; and (b) insurable by a title insurance company reasonably acceptable to Buyer at then current standard rates under the standard form of ALTA owner’s policy of title insurance (ALTA Form 2006), with the standard or printed exceptions deleted and without exception other than for the Permitted Exceptions. 4.1.2 During the Inspection Period, Buyer shall obtain, at Buyer’s expense, from Title Company a current ALTA Commitment for Title Insurance (“Title Commitment”). Other than Unpermitted Exceptions, any title exceptions appearing in the Title Commitment that Buyer does not object to in writing by the end of the Inspection Period will be deemed permitted exceptions to Seller’s title (those exceptions not objected to, together with any other matters approved by Buyer in writing, are called “Permitted Exceptions”). Each (a) matter affecting title to the Property that arises after the Effective Date and that is not approved in writing by Buyer; and (b) financial encumbrance such as a deed of trust, attachment, judgment, lien for delinquent taxes, mechanic’s or materialman’s lien, or other monetary lien outstanding against any part of the Property (each a “Financial Encumbrance,” collectively, the “Financial Encumbrances”) will be deemed an “Unpermitted Exception”. Seller shall cure (by removing from or satisfying on the public record) all Unpermitted Exceptions by Closing. Buyer’s failure to notify Seller of any Unpermitted Exception will not relieve Seller of its obligation to cure all Unpermitted Exceptions by Closing. 4.1.3 Buyer may object to any title or non-title matters affecting the Property by delivering notice to Seller by the end of the Inspection Period (each an “Objection,” collectively, the “Objections”). Within ten (10) days after Buyer delivers its notice of Objections, Seller shall deliver notice to Buyer of Seller’s election to cure or not cure each Objection (“Objection Response”). Seller shall have no obligation to cure an Objection (other than an Unpermitted Exception) that Seller does not commit to cure in the Objection Response. If Seller fails to elect to cure any Objection within that ten (10) day period, then Seller shall be deemed to have elected not to cure that Objection. If the Objection Response indicates that Seller will not (or if Seller is deemed to have elected to not) cure one or more of the Objections, or if Seller does not deliver an Objection Response within the time provided, then Buyer may terminate this Contract on or before the later of the tenth (10th) day after the Objection Response was received, or twenty (20) days after the date of the Objection was delivered to Seller if no Objection Response was received, by delivering notice to Seller, in which event the Earnest Money will be refunded to Buyer and all rights and obligations of Seller and Buyer under this Contract shall terminate (other than those that expressly survive termination of this Contract). If the Objection Response indicates that Seller will not (or if Seller is deemed to have elected to not) cure one or more of the Objections, and Buyer does not terminate this Contract in accordance with the preceding sentence, then (a) Buyer shall be deemed to have waived any Objection which Seller did not agree to cure (and that Objection shall be a Permitted Exception), and (b) Seller shall cure prior to Closing those Objections which Seller agreed to cure in the Objection Response. If Seller fails to cure any Objection which Seller agreed to cure in the Objection Response or any Unpermitted Exception by the Closing Date, then that failure shall constitute a material default by Seller, and Buyer may exercise Buyer’s rights under Section 8.2 of this Contract. Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 6 Subdivision Plat. Seller, at its sole cost and expense, shall have a subdivision plat prepared by a licensed surveyor, approved by all relevant governmental agencies, and recorded in the Orange County Registry (“Subdivision Plat”). The Subdivision plat shall be provided to, and approved by, Buyer prior to recording as provided in Section 6.4. The Subdivision Plat shall clearly define the boundaries of the Property as a single tax parcel, include no encroachments, gaps, or other title defects, and locate the placement of all existing utility lines and infrastructure that will serve the Property. ARTICLE V Representations, Warranties and Covenants Representations and Warranties of Seller. Seller represents and warrants to Buyer that: 5.1.1 Seller is a business corporation, duly organized, validly existing and in good standing under the laws of the State of North Carolina. 5.1.2 Seller has the power and authority, and has obtained all consents required, to enter into this Contract and to consummate the sale of the Property in accordance with the terms of this Contract. 5.1.3 This Contract has been, and all of the documents to be delivered by Seller at Closing will be, executed by an individual authorized to do so on behalf of Seller; and this Contract constitutes, and those documents will constitute, the valid and binding obligations of Seller, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or reorganization laws or applicable principles of equity. 5.1.4 There are no pending or, to Seller’s knowledge, threatened actions, suits or proceedings affecting Seller or the Property and Seller is not aware of any facts which might result in any such action, suit or other proceeding. 5.1.5 Seller has complied with all Applicable Laws affecting the Property; performance of the Agreement will not result in the breach of, constitute any default under or result in the imposition of any lien or encumbrance upon the Property under any agreement or other instrument to which Seller is a party or by which Seller or the Property is bound. 5.1.6 Seller has received no written notice of any violation or potential violation of any Applicable Laws, permits, or any private restrictive covenants affecting the Property. 5.1.7 There are no agreements affecting the Property or Seller that would be binding on Buyer after Closing other than matters of record in the Orange County Register of Deeds. 5.1.8 There are no options or other agreements of any kind which have not been waived and terminated, and Seller has no knowledge of any purchase contracts, options or other agreements of any kind whereby any third party will have acquired or will have any right to acquire title or interest to all or any portion of the Property. 5.1.9 Seller has not filed, and does not have any present intent to file, a voluntary petition under the Bankruptcy Code or similar state law, and has not sought, and does not have any present intent to seek protection or similar relief for debtors under any federal or state insolvency laws; and no petition in any action or proceeding under the Bankruptcy Code or any similar state law has been filed against Seller, and Seller has not made any assignment for the benefit of creditors or consented to the appointment of a receiver or trustee for all or any part of its property. Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 7 5.1.10 Seller is not a “foreign person” within the meaning of the Internal Revenue Code, as amended, Sections 1445 and 7701 or the regulations promulgated thereunder. Further, neither Seller nor any of its affiliates, partners, members, shareholders or other equity owners, employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”), of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. 5.1.11 Seller certifies that, as of the date listed below and on the date of Closing, it is not on the Final Divestment List as created by the State Treasurer pursuant to N.C.G.S. § 143-6A-4. In compliance with the requirements of the Iran Divestment Act and N.C.G.S. § 143C-6A-5(b), Seller shall not utilize in the performance of the Contract any subcontractor that is identified on the Final Divestment List. 5.1.12 Seller understands that E-Verify is 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 et seq, and Seller is in compliance with the requirements of E-Verify and Article 2 of Chapter 64 of the North Carolina General Statutes, and to the best of Seller’s knowledge, any subcontractors employed by me as a part of this Contract are in compliance with the requirements of E- Verify and Article 2 of Chapter 64 of the North Carolina General Statutes. 5.1.13 The Property is located within the municipal boundaries of the Town of Hillsborough. 5.1.14 The Property is properly zoned by the Town of Hillsborough for the Intended Use. 5.1.15 Seller has no actual knowledge of the presence or disposal, except as in accordance with Applicable Law, on the Property of any Hazardous Materials. Seller has no actual knowledge of any contamination of the Property from Hazardous Materials as may have been disposed of or stored on neighboring tracts. The Property complies with all Environmental Laws. 5.1.16 The Property is not subject to regulation by an owners’ association. 5.1.17 There is no pending lien or special assessment, other than ad valorem real property taxes for the year 2025 to be made against the Property by any governmental authority. 5.1.18 The Property Documents delivered to Buyer constitute all of all the information and documentation relating to the Property that is in Seller's possession or control. Seller’s representations and warranties set forth in this Agreement shall survive Closing for a period of three (3) years. Representations and Warranties of Buyer. Buyer represents and warrants to Seller that: 5.2.1 Buyer is a political subdivision of the State of North Carolina. Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 8 5.2.2 Buyer has the power and authority to enter into this Contract and to consummate the purchase of the Property in accordance with the terms of this Contract. 5.2.3 This Contract has been, and all of the documents to be delivered by Buyer at Closing will be, executed by an individual authorized to do so on behalf of Buyer; and this Contract constitutes, and those documents will constitute, the valid and binding obligations of Buyer, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or reorganization laws or applicable principles of equity. 5.2.4 There is no agreement, nor any judicial or administrative order or decree, to which Buyer is a party or that is binding on Buyer which is in conflict with this Contract, or which challenges or impairs Buyer’s ability to perform its obligations under this Contract. Buyer’s representations and warranties set forth in this Agreement shall survive Closing for a period of three (3) years. ARTICLE VI Covenants of Buyer & Seller 6.1 Site Development. 6.1.1 As part of Buyer’s development of the Property for the Intended Use it shall complete: (i) site work and road construction necessary to provide direct vehicular access from Waterstone Drive to and from the Property to include the median cut in Waterstone Drive to allow a full access intersection from the east or the west and extending the roadway to the northern border of the Roger Dale Stephens lot and making a payment in lieu, as required by the Town of Hillsborough for the approval of Buyer’s site plan (“Site Plan”) in the amount of one-half (1/2) the costs of the future construction of the roadway from the northern border of the Roger Dale Stephens lot to the northern edge of the right-of-way of Worth Street not to exceed Thirty-Five Thousand Dollars ($35,000.00) as generally shown on Exhibit A with the amount of the payment in lieu established and agreed upon prior to the end of the Inspection Period; (ii) the connection of water and sewer services; and (iii) all storm water control facilities required by the Town of Hillsborough for Buyer’s development include the required detention/ retention facility shown on Exhibit A being sized to accommodate the impervious surface generated on the Seller’s lot to the north of the Buyer’s lot. Seller shall be responsible for all storm water piping to convey the stormwater from the Seller’s lot to the pond shown on Exhibit A, and Buyer shall agree to provide the necessary easement to accomplish the installation of the necessary pipes. The calculated impervious surface on the Seller's lot and the location of the necessary easements will be agreed upon prior to the end of the Inspection Period as provided in Section 6.1.2 and Section 6.3. All site development work for Buyer’s development will comply with the Town of Hillsborough Standards and shall be inspected, approved by the Town of Hillsborough, and accepted into the perpetual maintenance program of the Town of Hillsborough as applicable. 6.1.2 On or before 14 days prior to the end of the Inspection Period, Buyer will provide Seller a copy of its preliminary Site Plan for review and approval. Seller shall have seven (7) days to review, approve, and otherwise provide comments on the preliminary Site Plan after it is submitted to Seller for review (the “Plan Approval Period”). Seller’s approval of the Site Plan shall not be unreasonably withheld, conditioned or delayed. If Seller fails to approve or provide comments on the Site Plan within the Plan Approval Period, it shall be deemed to have been approved by Seller. If Buyer revises the preliminary Site Plan based on Seller’s comments, it shall resubmit the preliminary Site Plan to Seller and the Plan Approval Period shall restart. In addition, Buyer shall resubmit the Site Plan to Seller for further review if Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 9 there are material changes to the location of buildings, roadways, utilities, or required property area requested or required by the Town of Hillsborough and the Plan Approval Period shall restart. If Seller does not finally and unconditionally approve the Site Plan prior to Closing, then Buyer may, by giving written notice to Seller, terminate this Contract, receive a refund of the Earnest Money and all Extension Deposits. 6.2 Declaration. During the Inspection Period, Buyer and Seller shall negotiate and otherwise agree upon the form, substance, and other terms of a declaration (i) restricting Seller’s remaining property adjacent to the Property in perpetuity for certain uses that are incompatible with Buyer’s Intended Use, (ii) providing for future maintenance of landscaping on the respective properties, and (iii) allocating responsibility for future storm water facility maintenance, and (iv) including other terms for the benefit and future operation of the respective properties as Buyer and Seller may mutually agree (“Declaration”). Seller shall provide Buyer a draft of the Declaration no later than fourteen (14) business days prior to the expiration of the Inspection Period (“Declaration Delivery Date”). If Seller does not deliver the Declaration on or before the Declaration Delivery Date, then the Inspection Period shall be extended on a day-for-day basis until the Declaration is delivered to Buyer. The Declaration shall be recorded by Seller in the Orange County Registry on or prior to Closing. 6.3 Easements. During the Inspection Period, Buyer and Seller shall negotiate and otherwise agree upon the form, substance, and other terms of all necessary cross-access, utility, and other easements necessary for Buyer’s development and Seller’s development of its remaining property adjacent to the Property (collectively the “Easements”). Seller shall provide Buyer a draft of the Easements no later than fourteen (14) business days prior to the expiration of the Inspection Period (“Easement Delivery Date”). If Seller does not deliver the Easements on or before the Easement Delivery Date, then the Inspection Period shall be extended on a day-for-day basis until the Easements are delivered to Buyer. The Easements shall be recorded by Seller in the Orange County Registry on or prior to Closing. 6.4 Subdivision Plat. During the Inspection Period, Buyer and Seller shall negotiate and otherwise agree upon the form and substance of the Subdivision Plat. Seller shall deliver the Subdivision Plat of the Land to Buyer for review and comment no later than fourteen (14) business days prior to the expiration of the Inspection Period (“Subdivision Plat Delivery Date”). If Seller does not deliver the Subdivision Plat on or before the Subdivision Plat Delivery Date, then the Inspection Period shall be extended on a day-for-day basis until the Subdivision Plat is delivered to Buyer. 6.5 Property Information. No later than five (5) business days following the Effective Date, Seller shall provide to Buyer for its review, all information and documentation regarding the Property which is in the possession or control of Seller, its affiliates, and/or property manager ("Property Documents"). 6.6 Seller Cooperation. Seller agrees that it shall cooperate with all of Buyer’s efforts to entitle the Property for its Intended Use. Seller agrees to sign all applications, submittals, requests, legal documents, etc. in connection with Buyer’s efforts to entitle the Property which may be required. Seller also agrees to support Buyer’s development of the Property for the Intended Use and not to make any public comments in opposition to Buyer’s efforts to entitle the Property for its Intended Use. ARTICLE VII Closing Proceedings at Closing. On the Closing Date, the Closing shall take place as follows: 7.1.1 Seller shall deliver to Buyer the following documents and instruments, in form and content reasonably satisfactory to Buyer, duly executed by Seller: Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 10 (a) a General Warranty Deed conveying the Property subject to the Permitted Exceptions with a legal description that matches the description of the Land as shown on the Subdivision Plat (“Deed”); (b) A copy of the Subdivision Plat that has been recorded in the Orange County Registry (or a fully executed original recordable version of the Subdivision Plat that has been approved by all applicable governmental agencies if the Subdivision Plat is to be recorded at Closing); (c) A copy of the Declaration that has been recorded in the Orange County Registry (or a fully executed original Declaration executed by Seller if the Declaration is to be recorded at Closing); (d) A copy of the Easements that have been recorded in the Orange County Registry (or a fully executed original Easements executed by Seller if the Easements are to be recorded at Closing); (e) a Seller’s affidavit and indemnity agreement permitting the Title Company to insure title to the Property without exception for contractor’s and materialmen’s liens on the Property, parties in possession of the Property, any broker’s lien on the Property, any discrepancy in the electronic court records due to computer data migration to the E-Courts Odyssey System, all in a form acceptable to Buyer and the Title Company; (f) a Certificate and Affidavit of Non-Foreign Status; (g) a completed Form 1099-S; (h) an executed certificate stating that all of Seller’s representations and warranties contained in this Contract are true and correct as of the Closing Date; (i) a Closing Statement to be prepared by Buyer; (j) certificates and resolutions satisfactory to Buyer and the Title Company that Seller has taken all necessary company action and has the power and authority to enter into this Contract and to perform Seller’s obligations under this Contract; and (k) any other documents reasonably requested by Buyer or the Title Company. 7.1.2 Buyer shall deliver to Seller the following documents, in form and content reasonably satisfactory to Seller, duly executed by Buyer: (a) Counterpart signature pages on the Declaration (if applicable); (b) Counterpart signature pages on the Easements (if applicable); and (c) the Closing Statement. 7.1.3 Buyer shall pay the Purchase Price, after crediting the Earnest Money and any Extension Deposits and making the adjustments provided for in this Contract, to Seller. Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 11 Prorations and Adjustments to the Purchase Price. 7.2.1 Buyer and Seller shall make the following adjustments to the Purchase Price as of 11:59 p.m. on the day prior to Closing, such that the day of Closing is a day of income and expense for Buyer: (a) Taxes and Assessments. Ad valorem taxes (“Taxes”) applicable to the Property for the calendar year of Closing will be prorated on a day-for day basis as of the Closing Date. Notwithstanding the foregoing, Buyer may elect to “gross up” the Purchase Price at closing to account for the Taxes it would be required to pay pursuant to this Section 7.21(a) rather than prorating Taxes at Closing, in which case Seller will be responsible for payment of all Taxes due at the Closing. Seller shall pay all assessments levied against the Property that are due and payable on the Closing Date along with its pro rata share of any assessments that are due and payable after the Closing Date. (b) Other Items. Any other items which are customarily prorated in connection with the purchase and sale of properties similar to the Property shall be prorated at Closing. 7.2.2 Except as expressly provided in this Contract, Buyer shall not assume any liability or obligation of Seller, and Seller shall pay and perform those liabilities and obligations not assumed. Costs of Closing. Seller shall pay all transfer taxes and fees payable on the transfer of the Property, any prepayment penalties on the payoff of any existing mortgage or deed of trust, all recording costs and other costs relating to any title clearance matters, Seller’s attorneys’ fees, ½ of any fees charged by Escrow Agent, and any other costs necessary for Seller to perform it obligations under this Contract. Buyer shall pay all costs and expenses for the title examination and obtaining the Title Commitment, the premium for the title policy issued in favor of Buyer, all costs and expenses for the Subdivision Plat recording fee, all fees to record the Deed, ½ of any fees charged by Escrow Agent, and Buyer’s attorneys’ fees. 7.4 Conditions Precedent to Buyer’s Obligation to Close. Buyers’ obligations to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver, on or before Closing, of each of the following conditions, all or any of which may be waived, in whole or in part, at Buyers’ sole discretion for purposes of consummating such transactions. In the event any of these conditions is not satisfied prior to Closing, Buyers shall have the option of terminating this Agreement as provide herein: (a) Representations True at Closing. The representations and warranties made by the Seller in this Agreement, shall be true and correct in all material respects at Closing with the same force and effect as though such representations and warranties had been made on and as of such date, except for those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date). If Seller is in breach of any of the representations and warranties then the breach shall be a material default by Seller, and Buyer may exercise Buyer’s rights under Section 8.2 of this Contract. (c) Covenants of Seller. The Seller shall have duly performed in all material respects all of the covenants, acts and undertakings to be performed by them pursuant to this Agreement on or prior to Closing. If Seller fails to so perform, then that failure shall constitute a material default by Seller, and Buyer may exercise Buyer’s rights under Section 8.2 of this Contract. (d) Subdivision Plat Recorded. Seller shall cause the Subdivision Plat to be recorded at or prior to Closing. It is understood and agreed that the review, execution, and approval of the Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 12 Subdivision Plat may be delayed by a governmental agency through no fault of Buyer or Seller. Any such delay shall not be a breach or default of this Agreement, and the Closing shall be extended, if necessary, to account for delays outside the control of Buyer or Seller related to the review, execution, and recording of the Subdivision Plat by a Governmental Agency. If Seller fails to record the Subdivision Plat after all governmental agencies have reviewed and approved it, or if Seller fails to submit the Subdivision Plat for review and approval by all necessary governmental agencies on or before the Closing Date, then those failures shall constitute a material default by Seller, and Buyer may exercise Buyer’s rights under Section 8.2 of this Contract. (e) Declaration and Easements Recorded. Seller shall cause the Declaration and Easements to be recorded at or prior to Closing. If Seller fails to record the Declaration, then that failure shall constitute a material default by Seller, and Buyer may exercise Buyer’s rights under Section 8.2 of this Contract. (f) Board Approval. The Orange County Board of Commissioners shall have approved the purchase of the Property and otherwise allocated sufficient funds in its annual budget to complete the Closing, provided however, the Earnest Money and all Extension Deposits will be fully at risk (except in the event of a Seller default) following the expiration of the Inspection Period if Buyer does not complete the Closing pursuant to this Section 7.4(f). In the event any of the above contingencies are not satisfied prior to Closing, this Agreement, and the parties’ obligations under this Agreement, at the sole option of Buyer, will be cancelled and of no force and effect. Buyer and Seller will utilize their commercially reasonable best efforts to satisfy all of the sale contingencies and close the transactions governed by this Contract as expeditiously as possible. ARTICLE VIII Default/Remedies Buyer’s Default. If, after the end of the Inspection Period, Buyer fails to perform any of its obligations under this Contract, then Seller shall notify Buyer of such default. If Buyer fails to cure that default within ten (10) days after receipt of that notice, then Seller may, as its sole and exclusive remedy, terminate this Contract by giving notice to Buyer in which event the Earnest Money shall be delivered to Seller as full liquidated damages and all rights and obligations of Seller and Buyer under this Contract shall terminate (other than those that expressly survive termination of this Contract). Buyer and Seller have agreed that the Earnest Money is a reasonable estimate of the damages that would be suffered by Seller and that any other measure of damages is speculative and uncertain. Seller’s Default. If Seller fails to perform any of its obligations under this Contract or if Seller breaches any representation or warranty under this Contract, then Buyer may notify Seller of such default. If Seller fails to cure that default within ten (10) days after receipt of that notice (except that if Seller’s default is the failure to close on the sale of the Property on the Closing Date, then Seller shall have no cure period for such default), then Buyer may as its sole remedies hereunder elect one of the following: (a) terminate this Contract, receive a refund of the Earnest Money and all Extension Deposits, and receive payment from Seller for all costs and expenses incurred by Buyer in connection with the purchase of the Property, including its reasonable attorneys’ fees; (b) obtain specific performance of any provision of this Contract and Seller shall indemnify Buyer for all costs and expenses, including Buyer’s reasonable attorneys’ fees, related to any action that is necessary to obtain specific performance; or (c) proceed to Closing without waiving that failure or breach. Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 13 ARTICLE IX Risk of Loss and Condemnation Risk of Loss and Insurance. Between the Effective Date and Closing, the risks and obligations of ownership and loss of the Property belong to Seller. If any portion of the Property is damaged or destroyed prior to Closing, then Seller shall promptly notify Buyer and Buyer may terminate this Contract by giving notice to Seller prior to Closing, in which event the Earnest Money shall be refunded to Buyer immediately upon request and all rights and obligations of Seller and Buyer under this Contract shall terminate (other than those that expressly survive termination of this Contract). If Buyer does not so terminate this Contract, then the Purchase Price shall be reduced by the total of any insurance proceeds received by Seller prior to Closing by reason of the damage or destruction and by the amount of any deductible applicable to the insurance policy, and, at Closing, Seller shall assign to Buyer all insurance proceeds payable after Closing by reason of the damage or destruction. Condemnation. If all or any part of the Property is taken by eminent domain proceedings, or if eminent domain proceedings are commenced or threatened, then Seller shall promptly notify Buyer, and Buyer may terminate this Contract by giving notice to Seller prior to Closing, in which event the Earnest Money shall be refunded to Buyer immediately upon request and all rights and obligations of Seller and Buyer under this Contract shall terminate (other than those that expressly survive termination of this Contract). If Buyer does not so terminate this Contract, then the Purchase Price shall be reduced by the total of any awards or other proceeds received by Seller prior to Closing with respect to any taking, and, at Closing, Seller shall assign to Buyer all rights of Seller in any awards payable after Closing by reason of any taking. Seller shall notify Buyer of eminent domain proceedings within five days after Seller learns of those proceedings. ARTICLE X Brokerage Commission Brokerage Commission. Seller and Buyer each represent and warrant to the other that no broker or real estate agent was involved in this transaction. Seller and Buyer shall each indemnify and hold harmless the other from and against any and all Losses arising out of any alleged brokerage commission, fee or other compensation with respect to the Property based upon an agreement alleged to have been made or other action alleged to have been taken by the indemnifying party. The obligations of the parties under this Section 10.1 shall survive Closing and the termination of this Contract. ARTICLE XI Miscellaneous Assignment. This Contract may be assigned by Buyer or Seller, in whole or in part, and provided, however, no such assignment shall relieve the assigning party of liability for the performance of its obligations under this Contract. Binding Effect. This Contract is binding on and inures to the benefit of Buyer and Seller and their respective successors and assigns. Further Assurances. At Closing, and from time to time thereafter, Seller shall perform any additional acts, and shall execute and deliver any additional documents, as may reasonably be required to vest in Buyer full title to the Property and otherwise to effectuate the purchase and sale of the Property as contemplated by this Contract. Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 14 Survival. Except as otherwise expressly provided in this Contract, all the provisions of this Contract shall survive Closing. Except for the provisions of Section 2.3, Article VIII, Article XI and the indemnification provisions of Section 3.1, Section 8.2 and Section 10.1, none of the provisions of this Contract shall survive the termination of this Contract. Entire Agreement. This Contract contains the entire understanding and agreement between Buyer and Seller and all prior or contemporaneous oral or written agreements or instruments are merged herein. Amendment. This Contract may not be amended except by an instrument in writing executed by Seller and Buyer. Applicable Law. This Contract is governed by the law of the State of North Carolina. Business Days. If any time period or deadline in this Contract falls on a Saturday, Sunday or federal banking holiday, that time period or deadline shall be extended until the next succeeding business day. Interpretation. Except as otherwise specified in this Contract: (a) “includes” and “including” mean includes or including by way of illustration and not by way of limitation; (b) references to Exhibits, Sections or subsections are to those attached to or included in this Contract; (c) the section and other headings in this Contract are for convenience only and do not limit or expand any provisions of this Contract; and (d) no interpretive presumption shall be drawn against either party by virtue of its role in drafting this Contract. Severability. If any provision of this Contract is held to be invalid or unenforceable, then such provision will be fully severable from this Contract; and the remaining provisions of this Contract will remain in full force and effect and will not be affected thereby. Furthermore, in lieu of such invalid or unenforceable provision, there shall be added automatically as a part of this Contract a valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be reasonably possible. Counterparts. If this Contract is executed in counterparts, then all of those counterparts together constitute one and the same instrument. An executed counterpart delivered by facsimile or e-mail constitutes an original. Notices. Any notice contemplated by this Contract must be in writing, addressed as set forth in Section 1.1 and shall be either (a) sent by United States Mail, postage prepaid, registered or certified mail, return receipt requested, in which case the notice will be deemed delivered two business days after being deposited in the United States mail; (b) sent by overnight delivery using a nationally recognized overnight courier, in which case the notice shall be deemed delivered one business day after deposit with the courier; (c) sent by e-mail, in which case the notice shall be deemed delivered upon confirmed transmission of such notice; provided that no later than three business day after the e-mail is sent, a hard copy of the e-mail transmission is sent in the manner set forth in (b) or (d) of this Section; or (d) sent by personal delivery, in which case the notice will be deemed delivered on the date of delivery. Any notice to Buyer must also be delivered to Buyer’s Counsel. Any notice to Seller must also be delivered to Seller’s Counsel, if identified in Section 1.1. Any notice to Buyer must also be delivered to Buyer’s Counsel, if identified in Section 1.1. Buyer’s counsel may deliver, on behalf of Buyer, any notice contemplated by this Contract. Seller’s counsel may deliver, on behalf of Seller, any notice contemplated by this Contract. Either party may change its address by giving the other party five days advance written notice of that change. Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 15 1031 Exchange. Either party hereto may structure this transaction as a like kind exchange pursuant to Section 1031 of the Internal Revenue Code. If a party elects to structure this transaction as a like kind exchange pursuant to Section 1031, the other party shall cooperate in effecting such exchange. The 1031 party will make all necessary arrangements for the exchange, pay all costs associated with the exchange and bear all other expenses and risks necessary to accomplish the exchange. The 1031 party’s exchange shall be accomplished through a qualified intermediary, Escrow Agent, exchange agent or similar third party. The 1031 party’s structuring the acquisition of the Property as an exchange shall not extend or delay the Closing of the Property. 11.14 Sovereign Immunity. Notwithstanding any other term or provision in the Contract, nothing herein is intended nor shall be interpreted as waiving any claim or defense based on the principle of sovereign immunity or other State or federal constitutional provision or principle that otherwise would be available to the Buyer under Applicable Law. [SIGNATURE PAGE FOLLOWS] Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 16 Buyer and Seller have executed this Contract as of the Effective Date. Seller: CAPKOV VENTURES, INC., a North Carolina business corporation Date of Seller’s execution: ________________________________ By: Name: Title: Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 4/23/2025 17 Buyer and Seller have executed this Contract as of the Effective Date. Buyer: ORANGE COUNTY, NORTH CAROLINA Date of Buyer’s execution By: ____________________________ Name: Title: PREAUDIT CERTIFICATE This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act. _________________________________ Orange County Finance Officer Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 4/24/2025 4/25/2025 INDEX Exhibit A Land Exhibit B Escrow Provisions Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E Exhibit A Land Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E Exhibit B ESCROW ADDENDUM This Escrow Addendum dated _04/22/2025_____ (this “Addendum”), is hereby made a part of that certain Purchase and Sale Contract having an Effective Date of __04/23/2025_____ (the “Sales Contract”), by and between CAPKOV VENTURES, INC. as seller thereunder (“Seller”), and ORANGE COUNTY, NC as purchaser thereunder (“Purchaser”). Investors Title Insurance Company, a North Carolina corporation (“Escrow Agent”), has executed this Addendum for the sole purpose of consenting to the terms of this Addendum. Required SELLER Information: Tax ID: _______________________________ Mailing address: 258 E. Winmore Avenue, Chapel Hill, North Carolina 27516 Attn: Eric Chupp Telephone: 919.260.7262 Email: ericbchupp@bellsouth.net Required PURCHASER Information: Tax ID: _56-6000327___________________ Mailing address: 300 West Tryon Street, Hillsborough, North Carolina 27278 Attn: Travis Myren Telephone: 919.245.2300 Email: tmyren@orangecountync.gov WHEREAS, Seller and Purchaser desire that the closing of the transaction contemplated by the Sales Contract take place in accordance with the terms and provisions of this Addendum. WHEREAS, pursuant to Section 2.3 of the Sales Contract, Purchaser and Seller have appointed Investors Title Insurance Company to hold earnest money in the amount of $25,000.00 (the “Escrowed Funds”), which sum will be held in accordance with the terms of this Addendum and the Sales Contract. NOW, THEREFORE, in furtherance of the transaction contemplated by the Sales Contract, and for and in consideration of $300.00 cash paid in hand to Escrow Agent, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and agree as follows: 1.Seller and Purchaser hereby designate, constitute and appoint Investors Title Insurance Company as Escrow Agent under this Addendum to hold Escrowed Funds, and Escrow Agent accepts such designation and appointment, and agrees to act in accordance with the terms of this Addendum. It is hereby expressly understood and agreed that in the event a conflict should arise as between the terms of this Addendum and those of the Sales Contract, the terms of this Addendum will control. 2.Notwithstanding any provisions regarding interest in the Sales Contract, Purchaser and Seller hereby request that the Escrowed Funds (select ONE option; if neither is selected, the second option below will be deemed selected): accrue interest to the benefit of Purchaser [insert Purchaser or Seller] (if left blank, Purchaser will be beneficiary, in accordance with 26 CFR § 1.468B-7). do not accrue interest to the benefit of Purchaser/Seller. 3.All checks, money orders, wires or drafts sent to Escrow Agent under this Addendum will be processed for collection in the normal course of business. Escrow Agent will deposit the Escrowed Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E Funds in a segregated savings account with a federally-insured banking institution. All funds received by check will be held for a minimum of ten (10) business days prior to disbursement. 4.Upon Escrow Agent’s receipt of consistent written instructions from both Seller and Purchaser, or their respective counsel or brokers, Escrow Agent will disburse the Escrowed Funds in accordance with such instructions. Such instructions may be given in duplicate counterparts and delivered via electronic mail. Escrow Agent requests delivery of such instructions at least twenty-four (24) hours before disbursement is needed. Notwithstanding the foregoing provisions of this Section 4, in the event that Seller or Purchaser provides Escrow Agent and the other party with a written certification claiming the Escrowed Funds pursuant to certain provisions of the Sales Contract, Escrow Agent, at its absolute and sole discretion, may elect to proceed by: (i) notifying Purchaser and Seller that it intends to disburse the Escrowed Funds in accordance with such request unless the non- requesting party delivers a written objection to such requested disbursement within ten (10) business days after receipt of said notice, and (ii) so disbursing the Escrowed Funds to the requesting party after such ten (10) business day period, provided the non-requesting party has not objected to such disbursement in accordance with this Section. Upon such a disbursement, Escrow Agent will be released and discharged from any further duty or obligation hereunder. 5.Escrow Agent will be entitled to rely upon the instructions and other matters covered thereby, and will not be required to investigate the authority of the person executing and delivering such instructions, or otherwise verify the accuracy of the statements or information presented therein. 6.Escrow Agent will not be accountable for any incidental benefit, which may be attributable to the Escrowed Funds. Escrow Agent will not owe a fiduciary responsibility to Purchaser and Seller, and will be a stakeholder only and not liable for any losses, costs or damages it may incur in performing its responsibilities hereunder unless such losses, costs or damages arise out of the willful default or gross negligence of Escrow Agent or its agents. Furthermore, and in no way limiting the forgoing sentence, Escrow Agent will not be liable for any loss or damage resulting from the following: a.Any default, error, action, or omission of any other party; b.The expiration of any time limit unless such time limit was known to Escrow Agent and such loss is solely caused by failure of Escrow Agent to proceed in its ordinary course of business; c.Any loss or impairment of funds while on deposit with a federally-insured bank, resulting from failure, insolvency or suspension of such bank; and d.Escrow Agent’s compliance with any and all legal process, writs, orders, judgments, and decrees of any court, whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed. 7.In the event of a dispute hereunder between Seller and Purchaser (or their successors or assigns), Escrow Agent will have the right, exercisable in its sole discretion, to resign by giving written notice to Seller and Purchaser, specifying a date on which such resignation will take effect, which will be no earlier than ten (10) business days after the delivery of such notice. Promptly upon receipt of such notice, Seller and Purchaser will appoint a mutually acceptable successor escrow agent. Upon delivery by the successor escrow agent to Seller, Purchaser, and Escrow Agent of a written instrument accepting such appointment, the successor escrow agent will succeed to all the rights and duties of Escrow Agent hereunder. If a successor escrow agent is not appointed by the expiration of such ten (10) business day period, Escrow Agent will have the right, exercisable in its sole discretion, to be discharged by tendering unto the registry or custody of any court of competent Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E jurisdiction the Escrowed Funds, together with any such legal pleadings as it deems appropriate. In such an event, Escrow Agent will have the right to charge an administrative fee of $500.00 toward its costs, which will be in addition to any Escrow Agent fee charged. At Escrow Agent’s discretion, all applicable fees charged by Escrow Agent may be withheld from the Escrowed Funds tendered to the court. Purchaser and Seller will indemnify and hold harmless Escrow Agent for all of its expenses, costs and reasonable attorneys’ fees incurred in connection with such interpleader action in excess of $500.00. Escrow Agent will have the right to deduct its unpaid fee and any costs it has incurred for overnight delivery charges or wire transfer fees from the Escrowed Funds prior to disbursement. 8. The terms and provisions of this Addendum are for the benefit of Seller, Purchaser, and Escrow Agent and their respective successors and assigns only. Nothing contained herein will be deemed or construed to inure to the benefit of any other person or party, it being the express intent of Seller, Purchaser, and Escrow Agent that no such person or party will be entitled to any of the benefits hereunder, except as expressly provided herein. 9. This Addendum is intended as a contract under the laws of the State of North Carolina and will be governed thereby and construed in accordance therewith. 10. This Addendum may be executed by electronic signatures, which for all purposes will be deemed to constitute originals. This Addendum may be executed in counterparts, all of which when taken together will be deemed one original. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the day, month and year first above written. SELLER: Capkov Ventures, Inc. By: ______________________________ Name: ____________________________ Title: _____________________________ PURCHASER: Orange County, North Carolina By: ______________________________ Name: ____________________________ Title: _____________________________ ESCROW AGENT: Investors Title Insurance Company, a North Carolina corporation By: ______________________________ Name: ____________________________ Title: _____________________________ Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 4/23/2025 4/24/2025 4/25/2025 Revised 01/24 1 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Capkov Vendor Contact Person: Eric Chupp (ericbchupp@bellsouth.net) Phone: 919-260-7262 Address: 112 Milton Street City Chapel Hill State: NC Zip: 27514 Department: AMS Amount: $1,385,300.00 ($1,350,000.00-Land, $35,000.00- Payment in Lieu, $300.00- Escrow Fee) Purpose: Purchase land for the Crisis Diversion Center on Waterstone Drive Budget Code(s): 61370035-850000-10080 ($1.1M) 61370035-870000- 10080 ($285300) Vendor # Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 04/22/2025 End Date 06/30/2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: 04/15/2025); Made or Administered by AMS Signature Authority - BOCC Express Delegation (Agenda Date: 04/15/25) -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: x Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E 4/23/2025 4/24/2025 4/25/2025 Revised 01/24 2 Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: 6FA32B3A-54E4-43D1-ADFC-0E9AD5C2D12E