2008-012 AMS - Telesis Construction Management LLC (Library Building)

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~^ Please return this copy to Clerk to the Board's office for PAF ~-/S-ate' AGREEMENT OF PURCHASE AND SALE ~~ (LIBRARY BUILDING) THIS AGREEMENT OF PURCHASE AND SALE ("Agreement") is made and entered into, effective as of the Date of Agreement (as hereinafter defined), by and between TELESIS CONSTRUCTION MANAGEMENT, LLC, a North Carolina limited liability company ("Seller"), and ORANGE COUNTY, NORTH CAROLINA, a body corporate and politic and a political subdivision of the State of North Carolina ("Purchaser"). WITNESSETH THAT: WHEREAS, Seller is the owner of the Property (as hereinafter defined); and WHEREAS, subject to the terms and conditions set forth below, Seller desires to sell the Property to Purchaser and Purchaser desires to purchase the Property from Seller. NOW, THEREFORE, in consideration of the agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: SECTION 1. Pro e .Subject to the provisions of this Agreement, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the following property: 1.01 All of that certain tract or parcel of land located in Hillsborough, Orange County, North Carolina, as identified and described in the attached EXIIIBIT A, together with the Building (as hereinafter defined} and any and all other improvements and fixtures now or hereafter located thereon, and any and all other rights and easements appurtenant thereto (collectively the "Real Property"). 1.02 All equipment, machinery, appliances, fixtures (not a part of the Real Property) and other tangible personal property owned by Seller attached to or located on the Real Property and necessary for the occupancy, use and/or operation of the Real Property for its intended purpose(s) (collectively the "Equipment"). 1.03 All local, state and federal permits, licenses, certificates (including certificate(s) of occupancy) and approvals necessary to occupy, use and/or operate the Real Property for its intended purpose(s) (collectively the "Permits"), to the extent assignable or transferable. 1.04 All site plans, surveys, soil and substrata studies, architectural drawings, plans and specifications, engineering plans and studies, floor plans, environmental studies, assessments or examinations, landscape plans, and other plans and studies of any kind in Seller's possession that relate to the Real Property. Seller makes no representations or warranties with respect to these documents. 1.05 All keys and other materials of any kind in Seller's possession necessary for the occupancy, use and/or operation of the Property for its intended purpose(s). 1.06 All rights, titles and interests of Seller in and to any condemnation award made or to be made in respect of the Real Property; and Seller shall execute and deliver to Purchaser, at Closing (as hereinafter defined); all proper instruments for the conveyance of such title and the assignment and collection of any such award.