2008-009 Purchasing - Telesis Construction Office Building Agreement of Purchase

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hereinafter defined); all proper instruments for the conveyance of such title and the assignment and collection • of any such award. 1.07 Any and all other rights, privileges and appurtenances owned by Seller and in any way related to, or used in connection with, the occupancy, use and/or operation of the Real Property for its intended purpose(s). The term "Property," as used in this Agreement, shall mean, collectively, all of the real property and all of the tangible and intangible personal property described in this SECTION 1, including, but not limited to, the Real Property, the Building, the Equipment and the Permits. SECTION 2. Purchase Price. 2.01 The purchase price (the "Purchase Price") for the Property shall be Eleven Million Two Hundred Seventy-Six Thousand One Hundred Twenty-Two and No/100 Dollars ($11,276,122.00) less a credit in the amount set forth in Section 2.03 below, and as may be further adjusted as provided in this Section and in SECTION 3, payable in immediately available funds to Seller at Closing. 2.02 The Purchase Price shall be increased by such amount(s) as may be necessary to compensate Seller for (a) any increase in Building construction costs and/or expenses reasonably incurred by Seller resulting from changes made by Purchaser to the Interior Upfit (as hereinafter defined), (b) the amount by which the cost of the Interior Upfit shall exceed $35.00 per square foot (the "Interior Upfit Allowance"), (c) any Building construction costs and/or expenses not included in the Guaranteed Maximum Price (as .hereinafter defined) that are compensable pursuant to the Agreement For Construction Manager at Risk • Services ("the Construction Agreement") by and between Seller and Purchaser, and (d) any Building construction costs and/or expenses not included in the Building Construction Budget that are incurred by Seller by reason of a change order or change order directive issued by Purchaser. The Purchase Price purchases the Property and includes (1) the construction of the shell of the Building, (2) the exterior improvements to the Real Property and (3) the Interior Upfit Allowance, which together make up the "Guaranteed Maximum Price". 2.03 The Purchase Price shall be credited by the budgeted cost of all design professionals whose contract(s) are assigned to Purchaser pursuant to N.C. Gen. Stat. Section 143-64.31 less any amount of such budgeted cost Seller has paid such design professionals. 2.04 Notwithstanding the execution and delivery of this Agreement, the right of Seller to seek an adjustment to the Purchase Price for any of the grounds recited in paragraph 4 of the Agreement of Intent between Seller and Purchaser dated November 2, 2006 ("the Agreement of Intent") is hereby reserved. Should Seller seek an adjustment to the Purchase Price as provided in this paragraph, Seller shall deliver to Purchaser with the requested adjustment a detailed analysis of the reasons for the request relating the reasons to applicable provision(s) of the Agreement of Intent and comparisons of requested changes with the same information on documents and other information relied upon by Seller in arriving at the Purchase Price. If the Seller's ground for requesting an adjustment to the Purchase Price is that Seller was delayed in the commencement of construction by reason of the public bid process or by the reason of matters reasonably beyond Seller's control, Seller shall deliver to Purchaser with the requested adjustment a copy of each and every document and any other information relied upon by Seller in arriving at the Purchase Price. SECTION 3. Costs and Prorations. •