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

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William D. Bernard Brown & Bunch, PLLC 101 N. Columbia Street Chapel Hill, NC 27514 If to Purchaser: Orange County, North Carolina P.O. Box 8181 Hillsborough, NC 27278 Attention: Pam Jones, Director of Purchasing and Central Services with a copy to: Geoffrey E. Gledhill Coleman, Gledhill, Hargrave & Peek, P.C. 129 E. Tryon Street P. O. Drawer 1529 Hillsborough, NC 27278 Any such notice or statement delivered by personal delivery shall be deemed delivered and received as of the date of personal delivery. Any notice or statement delivered by next day courier service or United States certified mail as provided above shall be deemed delivered when delivered to the next day courier service or deposited in the United States mail, and the delivery confirmation or return receipt therefrom, as applicable, shall be deemed prima facie evidence that such notice or statement was received on the date stated on such delivery confirmation or return receipt. • SECTION 13. Remedies. In the event this transaction fails to close by reason of Purchaser's failure to perform its obligations under this Agreement, Seller shall have the right to pursue any and all rights and remedies available to it at law or in equity. for Seller's breach, including, without limitation, the right, to the extent permitted by law, to sue for specific performance. In the event Seller fails or refuses to convey the Property to Purchaser in accordance with the terms of this Agreement or otherwise perform its obligations hereunder, then Purchaser shall have the right to pursue any and all rights and remedies available to it at law or in equity for Seller's breach, including, without limitation, the right to sue for specific performance. SECTION 14. Waiver. No term, condition or covenant contained in this Agreement shall be deemed waived by any act, omission or forbearance, or any series of same, by either Purchaser or Seller. The only waivers that shall be effective under this Agreement shall be those which are in writing and signed by the party to be charged. No prior notice ofnon-waiver need be given by a party who has previously forborne from exercising a right hereunder. SECTION 15. Coordination with Other Agreements. Seller and Purchaser agree and understand that this Agreement evidences a portion of the transaction contemplated in the Agreement of Intent, and that the rights and relations of the parties under this Agreement need to be coordinated and harmonized with the other transactions therein contemplated. Iri particular, but not in limitation, the closing contemplated in this Agreement shall be exercised simultaneously with the closing referenced in the Agreement of Purchase and Sale (Library Building). SECTION 16. No Joint Venture. Nothing in this Agreement shall constitute or be construed to constitute a joint venture between Purchaser and Seller. • -