20211489 Ver 1_08_Contract 18507 UTILITY EXTENSION AGREEMENT SCANNELL PROPERTIES 515, LLC-REDUCED_20211123

UTILITY EXTENSION AGREEMENT FOR WATER, SEWER,AND
STORMWATER SERVICES
THIS UTILITY EXTENSION AGREEMENT (hereafter "Contract"), is made and
entered into as of the 30th of September, 2021, by and between Scannell Properties #515, LLC,
a limited liability company (hereafter "Developer") and the CITY OF DURHAM, a North
Carolina municipal corporation(hereafter the "City");
WHEREAS, the Developer proposes to extend water and sewer to serve Junction and
Ferrell, an industrial development with approximately 1,000,000 square-feet, located at 1200
Junction Road, further described as Parcel ID's 169723, 169722, 169730, 169587, 169589,
227036, 169586, 227035, 169585, 169727, 169726, 168454 ("the Property").
WHEREAS, the Developer requires water and sewer lines that will connect to the City's
water and sewer systems in order to enable construction of the above described development or
such other development as may be approved by the Durham City Council; and
WHEREAS,the Property is outside the City limits and Developer has submitted a petition
for annexation of the Property to the City;
WHEREAS, the City is not obligated to offer utility service to property outside its
corporate limits and requires,among other things,that such properties enter into a utility extension
agreement and be annexed into the City, unless annexation is excused by the City Council;
WHEREAS, unless annexation has been excused by the City Council, the City's
obligations under this Contract are effective upon the effective date of City annexation of the
property;
WHEREAS,under City ordinance, Developer is required to pay all costs associated with
this Contract,in particular the costs associated with the design,materials,and installation of water,
sewer, and stormwater infrastructure, required street infrastructure, and other related costs; and
WHEREAS, at its meeting held August 16, 2021, the City Council authorized this
Contract in accordance with the terms set forth below;
NOW THEREFORE,in consideration of ten dollars and other valuable consideration,the
receipt of which is hereby acknowledged, the Developer and the City, and their heirs, successors,
and assigns agree:

1. Included Appendices. Appendix A (Annexation) and Appendix B (Project Specific
Provisions) are a part of this Contract.
2. Effective Date. If Appendix A (Annexation)has been included in this Contract, the
City's obligations under this Contract are effective upon the effective date of City annexation.
This Contract creates no obligation for the City to annex the Property or to proceed with the
annexation of the Property on any particular timetable,which decisions shall be in the discretion
of the City Council. In the event the Property is not annexed, this Contract shall be null and void
unless the City Council approves a Contract modification to allow extension of utility services
without annexation. If Appendix A(Annexation) is not part of this Contract,the obligations of
this Contract shall become effective upon execution by the parties.
3. Definitions and Rules of Interpretation. In this Contract, the following terms,whether
capitalized or not, shall have the meanings set forth below, unless it is clear in the Contract that
the context requires otherwise. In addition, the rules of interpretation set forth below shall apply.
"City" means the City of Durham.
"City Requirements" mean all ordinances,policies, standards, and specifications
prescribed by the City applicable to the development activity, work, or construction
undertaken pursuant to this Contract. Such Requirements may include,but are not
limited to, the Unified Development Ordinance, the City Code, and standards for
processing of and construction of infrastructure many of which are contained in the City's
Reference Guide for Development maintained by the City Department of Public Works.
"Developer" is the owner of the Property or the entity which has contracted to
purchase the various parcels composing the Property thereby becoming the owner of the
Property, and is the entity identified in the first paragraph of this Contract. "Developer"
includes successors in interest and assigns.
"Improvements" means all infrastructure required by the City that allows water
and sewer to be delivered to or from the Property and integrated into the City's utility
system, and all infrastructure, which may include natural features, that allows stormwater
from the Property to be managed in accordance with City Requirements. It includes,but
is not limited to, lines,mains, outfalls,water and sewer connections to the street mains
including meter box and meter yoke, water meters to the extent required under City
Requirements, all construction and repair to streets and rights of way within which water,
sewer, or stormwater infrastructure is located,pump stations, water towers, water booster
stations, and all natural and constructed stormwater infrastructure that carries or treats
stormwater, or mitigates the impact of stormwater. It may include, if allowed under City
Requirements, natural features and improvements located on individual lots to the extent
they are part of the planned stormwater system or contribute to meeting water quality
requirements.
"Person" includes natural persons, firms, companies, associations,partnerships,
trusts, corporations, governmental agencies and units, and other legal entities.

"Project" means the development approved by the Durham City Council for the
Property through a zoning action, and any committed elements that, if also approved,
would establish additional conditions for such zoning.
"Property" means the land located at Parcel ID's 169723, 169722, 169730,
169587, 169589, 227036, 169586, 227035, 169585, 169727, 169726, 168454.
"Water and/or sewer" refer to the particular utilities being installed by Developer,
which may include water only or sewer only, or both, as generally described in Appendix
B and as ultimately determined through City review of site plans and construction
drawings.
The following rules of interpretation apply: (1)The singular includes the plural,
and the plural the singular; (2)The word "shall" is mandatory.
4. Developer's Obligation. The Developer shall bear the total cost and expense of all the
obligations and duties created by this Contract unless otherwise explicitly stated in this Contract.
Those obligations and duties are, generally,to create all Improvements as may be required by the
City in accordance with this Contract and with City Requirements. Such Improvements include
but are not limited to: i) all Improvements within the Project; ii) all Improvements connecting to
water, sewer, or stormwater infrastructure outside the Project, whether existing or planned; iii)
modifications to any existing water, sewer, or stormwater infrastructure outside the Project that
facilitate provision of utility service to the Project, or compliance with City Requirements, or
integration of the Improvements with the surrounding existing or planned water, sewer, or
stormwater system; and iv)new streets or alterations to existing streets or rights of way within
which the Improvements are located. The Developer's obligations also include all costs,
including but not limited to legal costs, of acquiring all fees or easements within which the
Improvements will be located.
5. Improvements. A general description of the Improvements to be constructed to serve
the Project is set forth in Appendix B. The final determination of the number, scope, size,
materials, and location of required Improvements shall be as determined in the discretion of the
City with jurisdiction over the utility service provided and shall be made in connection with site
plan and construction drawing approval.
6. Street work. Streets within the Project shall be constructed in accordance with City
Requirements, which include payments for installation of particular types of streets.
7. City Requirements. Design, construction,materials, sizing, other specifications,
permitting, inspections, testing, documentation and furnishing of as-built drawings, and
acceptance of completed infrastructure shall be in accordance with City Requirements. Design
and construction shall be by professionals licensed in the state of North Carolina to do the
relevant work. City approval of the design of the Improvements shall be required prior to
construction, as set forth in City Requirements. If Developer is connecting to the County sewer
system, the City may require Developer to furnish the contract providing for such connection.

8. Contracts. Developer shall ensure that its contracts for design and construction of the
Improvements do not shorten or limit any otherwise applicable warranties or statutes of
limitation. In addition, Developer shall ensure that such contracts contain an assignment clause
that allows assignment of any warranties regarding the constructed Improvements to the City.
For certain Improvements,the City may require that Developer's contracts identify the City as a
3rd party beneficiary, or may require prior consultation regarding contractors for the project. If
such requirements are applicable to this Project, it shall be shown in Appendix B, or the City will
notify Developer in a timely manner of such requirements prior to the Developer's contracting
for Improvements.
9. Compliance; Permits. All activity undertaken pursuant to this Contract shall be in
compliance with federal and state law and regulations and City Requirements. Developer shall
obtain all permits and approvals required to do the work authorized under this Contract.
10. Conflicts. In the event of conflict between this Contract and any law, state or federal
regulation, or City Requirements, the stricter of the applicable provisions shall control.
11. Testing. Developer shall pay for any testing deemed necessary to determine that the
Improvements, and their environmental impact, comply with federal or state law and regulations,
or City Requirements.
12. Dedication to City. With the exception of Improvements that are designated in
Appendix B or in site plan approvals as private, upon completion of the Improvements in
accordance with City Requirements, the Developer shall dedicate to the City, in the manner
specified by the City, the Improvements located within public streets, and all outfalls, pump
stations, water booster stations, and water towers. In addition, any property in which the
Improvements are located shall be dedicated if it has not already been dedicated. Upon
acceptance of the dedicated Improvements by City Council, the City shall thereafter be
responsible for maintenance. The determination as to whether the Improvements comply with
City Requirements shall be made by the Director of Public Works or designee in his or her sole
discretion. The City may require, among other things, certified as-built plans for the
Improvements; a release of liens from contractors and subcontractors; additional plats or deeds
for property containing the Improvements; releases of any mortgage or security interests in such
property; and any other information the City deems to be necessary to accept the constructed
Improvements.
13. Warranty/Repair. Developer warrants that the Improvements shall be constructed in
accordance with City Requirements and other applicable professional standards, fit for the
purpose for which they were constructed, and free from defects for a one year period which shall
run from the time of acceptance by the City. Developer shall be responsible for repairs needed
during the one year period. Upon request by the City, Developer will assign any warranty rights
it has under its contracts to the City.
14. City Extensions. Developer agrees that in accordance with City Requirements, the City
may make extensions from or connections to water, sewer, and stormwater improvements that

Developer has dedicated to the City. City Requirements provide for reimbursements to be made
to the Developer for such connections/extensions in certain circumstances. If such are available
under this Contract, they are described in Appendix B.
15. Assignments/Reimbursements. Developer shall notify the City in writing of any
assignment of the obligations under this Contract and/or change in the entity to receive
reimbursements under this Contract, in the event that future reimbursements are provided for in
Appendix B or pursuant to City Requirements. An assignment by Developer of the obligations
under this Contract does not limit the obligations of successor owners of the property unless i)
the assignee owns a substantial part of the property; and ii) there is a written modification of this
Contract approved by the parties to replace the Developer with the assignee to the exclusion of
other owners. If reimbursements are provided for under this Contract, they shall be made to the
original Developer or to a successor in interest who has been identified in writing as entitled to
the reimbursements. In the absence of a party that legally exists that has been identified as
entitled to the reimbursements,the City shall hold the reimbursements for three years from the
various dates they are received. After the three year period,the reimbursements shall be
forfeited to the City. The City may,but is not required to, provide notice of potential
reimbursements to successors in interest to the original Developer. In the event of dispute
between owners claiming an interest in the reimbursements, the City shall hold the
reimbursements until legal resolution, if a lawsuit has been filed. If legal action is not filed
within three years, the reimbursements shall be forfeited to the City. Identification of new
owners entitled to reimbursements shall be in a manner which in form and substance meets the
City's directives.
16. No obligations. This Contract does not create any express or implied obligation that the
City: i) reserve or create water or wastewater treatment capacity; ii) approve a permit or
connection, which shall be granted only upon compliance with all requirements of law, including
City Requirements; iii) offer utility services to any user within the Project; iv) provide a
particular quantity. quality, or pressure for the water serving the Project; v)waive or not charge
fees that are otherwise applicable pursuant to City Requirements; or vi) approve annexation of
the Property or a particular zoning of the Property.
17. No vesting. Developer agrees that no vested rights exist that would impact the City's
consideration of its proposed development, and that no vested rights shall be claimed for the
proposed development until and unless annexation and zoning are approved, if they are
approved, and such further development approvals are given as would, under the law, create a
claim regarding vested rights.
18. Contract a Covenant that Runs with Land. The obligations and entitlements of this
Contract are covenants that run with the Property, and are binding on all heirs, assigns,
successors in interest, and other subsequent owners. Within 30 days of Contract execution,
Developer shall record this Contract, and shall furnish the City a copy of the recorded document
and a statement from an attorney licensed to practice law in North Carolina, in form and
substance acceptable to the City, that the Contract has been recorded, and that the obligations of
the Contract are binding upon all subsequent owners of the Property. No development approvals
shall be issued by the City in the absence of recordation and certification as described above.

19. Notice.
(a)Mode and Designated Recipients. All notices and other communications
given under this Contract shall be written, and made by personal delivery, fax, Federal
Express, or United States mail, addressed as follows. The parties are also requested to
send a copy by email.
To the City:
Public Works Director
Depai(Intent of Public Works
City of Durham
101 City Hall Plaza
Durham,NC 27701-3329
Fax: [phone]
Email: [e-mail]
To the Developer:
Scannell Properties #515, LLC
Attention: Joel Scannell
8801 River Crossing Blvd.
Suite 300
Indianapolis, IN 46240
Phone: [phone]
Email:[e-mail]
(b) Change of Address. Notice of a change of address, fax number, or person to
receive notice shall be provided to the other party in writing through one of the means
described above.
(c) Time of Receipt. A notice or other communication is effective upon delivery
to the other party if it is personally delivered or sent by fax. Notice sent by mail or
Federal Express is effective upon the second work day after the date it was sent, as
evidenced by a postmark or similar indicia, or upon actual delivery.
20. No Third Party Rights. This Contract is intended for the benefit of the City and
Developer and not for any other Person, and no such Persons shall enjoy any right, benefit,or
entitlement under this Contract.
21. Nondiscrimination Policy; EEO. The City of Durham opposes discrimination on the
basis of race and sex and urges Developer to provide a fair opportunity for minorities and women
to participate in its work force and to contract with Developer. During the performance of this
Contract Developer agrees that it shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, political affiliation or belief,
age, or handicap.

•
22. Governmental Authority Retained. Nothing contained in this Contract shall be deemed
or construed to in any way stop, limit, or impair the City from exercising or performing any
regulatory,policing, legislative, governmental, or other powers or functions, or shall limit the
City's discretion in the exercise of such powers and functions.
23. Remedies; Breach. The parties shall have all remedies allowed by law to enforce this
Contract. Substantial breach of this Contract shall result in the Contract becoming void, at the
election of the nonbreaching party. Prior to voiding the Contract, the party alleging a substantial
breach shall give notice to the other party and shall afford an opportunity to cure of at least 60
days. In addition, in the event of breach by Developer, the City may withhold any permit or
approval related to development, construction, or occupancy in the Project. Enumeration of
these remedies is not exclusive.
24. Services Dependent on Improvements. The City's furnishing of water and/or sewer
service to the Property is dependent upon completion of the Improvements. In the event
Developer does not complete the Improvements, Developer and its successors in interest shall
have no entitlement to receive water and/or sewer service. Entitlement to water and/or sewer
service is dependent upon: annexation(if required); city zoning; completion of and conformance
with this Contract; construction of the Improvements by Developer or its successors in interest;
water and/or sewer capacity at the time of completion; and compliance with all other lawful
requirements.
25. Termination. Developer's failure to initiate substantial construction activity within five
years of execution of this Contract, and continue said construction expeditiously toward
completion,with adequate forces, and in good faith may result in termination of this Contract, at
the election of the City. The City's Public Works Director shall determine if such failure exists,
and shall notify Developer in writing. Developer shall have at least 90 days to initiate or increase
construction activity. Final notice of termination shall be given by the City Manager or a Deputy
City Manager.
26. Waiver. No action or failure to act by the City shall constitute a waiver of any of its
rights or remedies that arise out of this Contract,or constitute approval of or acquiescence in a
breach thereunder, except as may be specifically agreed in writing.
27. Contract not Severable. In the event any substantive provision of this Contract is
declared unenforceable the Contract shall become void. This paragraph,however, does not
prohibit the parties from agreeing to eliminate or modify the unenforceable provision or enter
into a new agreement.
28. Modifications. Substantial modifications of the Contract shall be approved by the City
Council. Minor modifications,modifications of Appendix B regarding Improvements, and
substitution of an assignee owner of a substantial portion of the Property for the original
Developer may be approved by the City Manager or deputy or assistant City Manager without
Council approval. Without exclusion as to other minor modifications, a modification to the
Project which both reduces the overall density of and utility demand within the Project or which
would not be considered to be a significant deviation under the standards set forth in Section 3.5

of the Unified Development Ordinance is a "minor modification" under this Paragraph. A
modification of this Contract is not valid unless it is signed by both parties and is otherwise in
accordance with requirements of law. Further, a modification is not enforceable against the City
unless it is signed by the City Manager or a deputy or assistant City Manager.
29. Recordation of Status of Agreement. The City shall cooperate with the Developer in
executing any form to be filed by the Developer in the event that the Contract is voided,
terminated or superseded, or its requirements are fully satisfied.
30. Entire Agreement. This Contract contains the entire agreement between the parties
pertaining to the subject matter of this Contract. With respect to that subject matter, there are no
promises, agreements, conditions, inducements, warranties, or understandings,written or oral,
expressed or implied,between the parties, other than as set forth or referenced in this Contract.
31. Choice of Law and Forum; Process Agent. This Contract shall be deemed made in
Durham County,North Carolina. This Contract shall be governed by and construed in
accordance with the law of North Carolina. The exclusive forum and venue for all actions
arising out of this Contract shall be the North Carolina General Court of Justice, in Durham
County. Such actions shall neither be commenced in nor removed to federal court. This
limitation, however, shall not apply to subsequent actions to enforce a judgment entered in
actions heard pursuant to this subsection. Developer shall maintain a registered agent in North
Carolina with the office of the N. C. Secretary of State.
32. Indemnification.
(a) In general. The terms of subsection(c) (Standard Indemnification Provision) below
shall apply to the Contractor, subject to subsections (d) through(k),where applicable.
(b) Definitions. These definitions apply to this Section unless otherwise stated.
Contractor—Each party to this contract except the City of Durham.
Construction agreement-- any promise or agreement in, or in connection with, a
contract or agreement relative to the design,planning, construction, alteration, repair,
or maintenance of a building, structure, highway, road, appurtenance,or appliance,
including moving, demolition, and excavating connected therewith.
Defend—In this Section except in subsection(c), defend means to pay for or furnish
counsel at the expense of the Contractor to defend any of the Indemnitees against
claims alleged or brought against any of the Indemnitees by a third party alleged or
brought in any court or other tribunal, including forms of alternative dispute
resolution required by law or contract,before the court or tribunal has reached a final
determination of fault.
Derivative parties--with respect to a party, any of that party's subcontractors, agents,
employees, or other persons or entities for which the party may be liable or
responsible as a result of any statutory,tort, or contractual duty.
Design professional -- a person or entity who is licensed under and provides
professional services regulated by Chapters 83A, 89A, 89C, 89E,or 89F of the N. C.
General Statutes.

Design professional agreement-- any promise or agreement in,or in connection with, a
contract or agreement with a design professional to provide design professional
services.
Design professional services-- a service or work performed by a design professional for
which licensure is required under Chapters 83A, 89A, 89C, 89E, or 89F of the N. C.
General Statutes.
Fault—a breach of contract; negligent,reckless, or intentional act or omission
constituting a tort under applicable statutes or common law; or violations of
applicable statutes or regulations.
Indemnitees -- City and its officers, officials, independent contractors, agents, and
employees, excluding the Contractor.
Subcontractor—any person or entity, of any tier,providing labor or material through the
Contractor for use on the project at issue in the applicable construction agreement or
design professional agreement.
(c) Standard Indemnification Provision. (i)The Contractor shall defend, indemnify, and
hold harmless Indemnitees from and against all Charges that arise in any manner from, in
connection with, or out of this contract as a result of acts or omissions of the Contractor or its
derivative parties. In performing its duties under this subsection"c,"the Contractor shall at its
sole expense defend Indemnitees with legal counsel reasonably acceptable to City. (ii)
"Charges"means claims,judgments, costs, damages, losses,demands, liabilities, duties,
obligations, fines,penalties,royalties, settlements, and expenses. Included without limitation
within"Charges" are(1) interest and reasonable attorney's fees assessed as part of any such
item, and(2) amounts for alleged violations of sedimentation pollution, erosion control,
pollution, or other environmental laws,regulations, ordinances, rules, or orders -- including but
not limited to any such alleged violation that arises out of the handling, transportation, deposit, or
delivery of the items that are the subject of this contract. By appropriate litigation, each
Indemnitee, severally;shall have the right to enforce this section(titled"Indemnification")
directly against the Contractor,but not against the City of Durham.
(d) Restriction regarding Indemnitees' Negligence. This contract shall not require the
Contractor to indemnify or hold harmless Indemnitees against liability for damages arising out of
bodily injury to persons or damage to property proximately caused by or resulting from the
negligence, in whole or in part, of Indemnitees.
(e) Restriction regarding Fault in Construction Agreements and Design Professional
Agreements. If this contract is a construction agreement or design professional agreement,
nothing in this contract requires the Contractor to indemnify or hold harmless Indemnitees or any
other person or entity against losses, damages, or expenses unless the fault of the Contractor or
its derivative parties is a proximate cause of the loss, damage, or expense indemnified.
(f)Restriction regarding Negligence of Design Professionals. Nothing in this contract
requires the Contractor,provided that it is a design professional, to defend Indemnitees or any
other person or entity against liability or claims for damages,or expenses, including attorney's
fees,proximately caused or allegedly caused by the professional negligence, in whole or in part,
of the Contractor, the City, or their derivative parties, whether the claim is alleged or brought in
tort or contract.
(g) Liability When at Fault. The parties intend that nothing in this contract shall be
construed to exclude from any indemnity or hold harmless provisions enforceable under
subsection(d) (Restriction regarding Indemnitees' Negligence) and subsection(e) (Restriction

•
regarding Fault in Construction Agreements and Design Professional Agreements) any attorneys'
fees, litigation or arbitration expenses, or court costs actually incurred by the City to defend
against third party claims alleged in any court, tribunal, or alternative dispute resolution
procedure required of the City by law or by contract, if the fault of the Contractor or its
derivative parties is a proximate cause of the attorney's fees,litigation or arbitration expenses, or
court costs to be indemnified. Every provision in this contract that violates the parties' intent
expressed in the preceding sentence shall be construed and revised to the extent that it is lawful
in order to make the provision conform with such intent.
(h) Insurance Contracts and Bonds. This Section does not affect an insurance contract,
workers' compensation, or any other agreement issued by an insurer; and this Section does not
apply to lien or bond claims asserted under Chapter 44A of the N.C. General Statutes.
(i) Other Provisions. Every provision in this contract that violates subsection(d)
(Restriction regarding Indemnitees' Negligence), subsection(e) (Restriction regarding Fault in
Construction Agreements and Design Professional Agreements), or subsection(f) (Restriction
Regarding Negligence of Design Professionals) shall be construed and revised to the extent that
it is lawful in order to make the provision conform with those subsections.
(j) Survival. This Section shall remain in force despite termination of this contract
(whether by expiration of the term or otherwise) and termination of the services of the Contractor
under this contract.
(k) Compliance with Law. This Section shall be applied to the maximum extent allowed
by law but it shall be construed and limited as necessary to comply with N.C.G.S. § 22B-1. This
Section is not to be construed in favor or against any party as the drafter. The preceding
sentence is not intended to imply or direct how the remainder of this Section or of this contract is
to be construed.
33. E-Verify Requirements. (a) If this contract is awarded pursuant to North Carolina
General Statutes (NCGS) 143-129—(i) the Developer represents and covenants that its
contractor and its subcontractors comply with the requirements of Article 2 of Chapter 64 of the
NCGS; (ii) the words "contractor," "contractor's subcontractors," and "comply" as used in this
subsection(a)shall have the meanings intended by NCGS 143-129(j); and (iii) the City is relying
on this subsection(a)in entering into this contract. (b) If this contract is subject to NCGS 143-
133.3, the contractor and subcontractors shall comply with the requirements of Article 2 of
Chapter 64 of the NCGS.
34. Iran Divestment Act Certification. Developer certifies that, if it submitted a successful
bid for this contract, then as of the date it submitted the bid, the Developer was not identified on
the Iran List. If it did not submit a bid for this contract, the Developer certifies that as of the date
that this contract is entered into,the Developer is not identified on the Iran List. It is a material
breach of contract for Developer to be identified on the Iran List during the term of this contract
or to utilize on this contract any contractor or subcontractor that is identified on the Iran List. In
this Iran Divestment Act Certification section-- "Developer"means the person entering into this
contract with the City of Durham; and"Iran List"means the Final Divestment List—Iran, the
Parent and Subsidiary Guidance List—Iran, and all other lists issued from time to time by the
N.C. State Treasurer to comply with G. S. 147-86.58 of the N.C. Iran Divestment Act.

•
IN TESTIMONY WHEREOF, the parties hereto have executed this Contract as of the dates
shown below.

•
Scannell Properties#515, LLC
By:
Manager
State of
County of &I GlALtr'L.
I certify that YVIQ►tG P'ieji VLg personally (I) appeared before me this
day, (2) stated that he or she is a manager of Scannell Properties#515, LLC, a limited liability
company organized and existing under the laws of the State of : 't_e t61.4tA—
(3) acknowledged that the foregoing agreement with the City of Durham carries on in the usual
way the company's business, nd (4)acknowledged the due execution of the contract on behalf of
the company. This the / day of (/4f20 a I
My commission expires: 572-0l25 Ut,(,t,Q, /'�J • ,,,,,,rtrrrrr,,,,,,,,
Notary Public G. T '%,
,! i►Ott c, '
▪ NOTARY PUBLIC
• Commission Number
*: 699028 c
.▪ .. NOTARY SEAL .
'�:,�>`•y�•.•ezptr1'•
" , OF114° 0``•
',,,,,,,n uu,b,,,,,
ATTEST: CITY OF DURHAM
°,,o .°UR
Attest: .l,•'y9?y'.
;1 ���y p/,�y� �t( 1B /�` 69: Z 1414.41.Ar'•',-
�O►� �4 WaadeS.Page !/
Dianalynn Schreiber ,0,Q•�•J•,/. ,o'a tsgrMarrger
City Clerk-•Durham,NC 46hpi,�N NR,,��,
By:
This instrument has been pre-audited in the manner required by the
Local Geyer lent Bud and Fiscal Control Act.
preaudit certificate,if applicable
Deputy • .nce Officer— nily Desiderio
City of Durham

APPENDIX A-ANNEXATION PROVISIONS
1. The Developer shall ensure that all actions are taken to ensure that the Property may be
legally annexed by the City. Developer shall ensure that the annexation petition it has submitted
and all supporting documents and certifications required by the City are updated as required in
the discretion of the City and remain valid until the City Council gives final approval or
disapproval to the annexation. Prior to the effective date of annexation, if the City determines to
annex the Property, Developer shall not seek any development approvals from any governing
unit other than the City of Durham. Such approvals include,but are not limited to, zoning(if it
has not already been granted by the County for the Property), and in addition site plans,
preliminary plats, final plats,building permits, or construction drawings for properties or
buildings contained within the Property, except where another governmental entity has
jurisdiction. Applications for approval of a sedimentation and erosion control permits, and other
State and Federal permits,may be made,but if granted, no activity shall be conducted pursuant
to any such approval.
2. A valid annexation petition shall consist of a petition signed by all owners of and within
the Property that meets the requirements of State law for petitioned annexation for contiguous or
noncontiguous areas, whichever is applicable. Necessary supporting documents shall include a
certificate of title for the Property, current as of the date of submittal to the City, a metes and
bounds description of the Property, a map of the Property that corresponds to the metes and
bounds description of the Property, and any other information specifically requested by the City.
3. The City may terminate this Contract, and/or refuse to provide such service to any part of
the Property, and/or void or deny permits to construct water and/or sewer lines to any part of the
Property if the Developer does not comply with the annexation provisions of this Contract.
4. In the event the Property includes lots that have already been developed, or have already
received building permits, Developer shall pay to the City the equivalent of the City's capital
facility fees for such lots, calculated as of the date of execution of this Contract,unless the
proposed development for the Project to be approved by City Council eliminates the already
existing development from the Property. Such payment shall be made to the Department of
Inspections prior to the approval of the first additional building permit requested within the
Property, and prior to issuance of permits for construction of water and/or sewer lines within the
Property.

APPENDIX B-PROJECT SPECIFIC PROVISIONS
1. Water service shall be provided as described in the Summary Utility Development
Statement issued by the Department of Water Management dated August 6, 2021 (Exhibit 1).
Water lines shall meet all City Requirements, including but not limited to size, design standards,
loop feed requirements(with two waterline feeds constructed and operational prior to issuance of
the 100th Certificate of Compliance), fire flow requirements, and system needs. There shall be
no City participation in the cost.The Developer shall extend water lines through the Project to its
boundaries as directed by the City to allow for future extension.
2. Sewer service shall be provided as described in the Summary Utility Development
Statement issued by the Department of Water Management dated August 6, 2021 (Exhibit 1).
All sewer Improvements, including size, location, and service area shall meet City Requirements.
There shall be no City participation in the cost. The Developer shall extend sewer and easements
through the Project to its boundaries as directed by the City to allow for future extensions. The
Developer shall acquire all offsite sewer easements.
3. The City will make refunds to the Developer for connections made by subsequent
property owners to City water, and/or sewer lines constructed by the Developer in a street, if any,
in accordance with City Requirements. These refunds will be made to the Developer for a period
of ten(10) years after the completion of the water and/or sewer line. After ten (10) years have
expired, charges received for connecting to the water and/or sewer lines will not be refunded to
the Developer. These refunds will be in an amount equal to the frontage charge collected, not to
exceed one-half the average cost to the Developer per linear foot of pipeline installed.
4. The Developer shall pay frontage charges at the prevailing rate to the City for any street
frontages within or adjacent to the Project where the Developer does not install a City water or
sewer line. These frontage charges shall be paid to the City prior to the time that the Project's
water or sewer lines are constructed(Section 70-17 of the City of Durham Code of Ordinances).
Developer acknowledges that frontage charges are paid to the City as payment for the City's past
investment in water and sewer line infrastructure that will serve the Project and also anticipated
future maintenance and upgrades to this water and sewer line infrastructure.
5. The Developer shall pay water and/or sewer capital facility fees at the current rate as set
by City Council for all new water and/or sewer connections to the City's water and/or sewer
system. If the Project did not require the subdivision of land, the capital facility fees shall be
paid to the City at the time water meters and/or sewer service connections are paid for. If the
Project required the subdivision of land, then the capital facility fees shall be paid for prior to the
issuance of a building permit for the Project. These requirements are consistent with
N.C.G.S.162A-213. Developer shall pay the City for the installation of water and/or sewer
service laterals installed by the City(Durham City Code of Ordinances § 70-50). Developer
acknowledges that these fees and charges are reimbursement to the City for services provided to
the Project by the City and for the City's past investment in the City's water and wastewater
treatment facilities and also anticipated future maintenance and upgrades to these facilities.

•
6. The Developer shall construct necessary Improvements to manage stormwater quantity,
rate of runoff, and stormwater quality in accordance with City Requirements in effect at the time
of site plan submission for each portion of the Project. Prior to submission of the first site plan
within the Property, the Developer shall submit a stormwater plan that covers the entire Project
and that addresses storm water quantity and quality as required under City Requirements and that
proposes appropriate phasing of Improvements as part of such Plan. No site plan shall be issued
until such stormwater plan is approved. In addition to compliance with City Requirements in
effect at the time of site plan submission, the Developer shall ensure that any stormwater
mitigation or offsite credits proposed as part of its stormwater plan is achieved within Durham
County,or outside Durham County if none are available in Durham County, and meets any
additional requirements regarding location that may exist in City ordinance at the time.
7. The Developer agrees to dedicate the right of way for Northern Durham Parkway within
the Project, and such right of way shall be one hundred and ten feet(110') in width. In addition,
the Developer agrees to construct one half of the cross section of Northern Durham Parkway as
indicated on Exhibit E ("Developer Constructed Parkway"),to be permitted by the U.S. Army
Corps of Engineers (USACE) and the North Carolina Division of Water Resources,within the
North Carolina Department of Environmental Quality(NCDEQ), in accordance with the City's
and NCDOT's construction requirements. Accordingly, the dedication of the full width right of
way, and the construction of the Developer Constructed Parkway shall be completed by the
Developer, at no cost to the City. Furthermore, the Developer shall maintain the Developer
Constructed Parkway until such time that the Developer Constructed Parkway is accepted for
maintenance by NCDOT.
Due to the fact that Northern Durham Parkway is a boulevard reflected on the duly-adopted
Comprehensive Transportation Plan, and it is not designed to be a private driveway serving the
Project, the City agrees to be the applicant for the Section 404 Nationwide Permit#14 required
from the USACE, and the Section 401 General Water Quality Certification and Riparian Buffer
Authorization required from NCDEQ ("Permits") to construct the Developer Constructed
Parkway. The Developer agrees to indemnify the City pursuant to Paragraph 32 of the Contract
for any Charges that arise from Developer's construction and/or maintenance of the Developer
Constructed Parkway. Both the Developer and the City agree that all costs associated with
obtaining the Permits shall be paid by the Developer, and that Kirnley-Horn and Associates, Inc.
shall be the consultant responsible for designing and preparing the applications for the Permits
for the Developer Constructed Parkway.

Exhibit 1
DURHAM CITY OF DURHAM—SUMMARY UTILITY DEVELOPMENT STATEMENT
* Department of Water Management
•4,1,* 1600 Mist Lake Drive I Durham,NC 27704
919.560.4381 I F 919.560.4479 8/6/21
1 g 6 q Date:
crTM"N.^rn' www.durhamnc.gov
PROJECT INFORMATION SUMMARY
Project Name: Junction and Ferrell
Parcel 1D(s)Hat pins): 227035,169585,169730,169722,169587, 169589,227036,169586,169723, 169726,169727,168454
Project Description/Type,per RGD Section 5.0,and Unit Count:
Industrial; research with sprinklers (3,000 gpm, Required Fire Flow); 1,000,000 SF
UTILITIES STATEMENT
Per discussion with the applicant and review of the attached Utility Impact Analysis Questionnaire, the City of
Durham Department of Water Management has determined the following utilities will be required to serve the
proposed project:
GENERAL: The applicant may increase the proposed area by 100,000 SF without
triggering a new Summary Utility Development Statement.
WATER: The proposed project site is within the 566' pressure zone and will require one
waterline connection. The applicant will need to extend existing waterline from the
intersection of Geer St and Ferrell Rd, east through the entire Ferrell Rd project frontage
(see exhibit). All public water mains must be constructed within public ROW or dedicated
easements, public waterlines under private streets or common areas are not permitted.
SEWER: The proposed project site is within the NDWRF drainage basin. There are 3
options for connection to sewer. Option#1: The applicant will connect to the new outfall
being constructed by the Griffin Place development(see exhibit B). Option #2: If Griffin
Place development outfall is not in place, applicant must build an outfall to sewer
manhole at Carpenter Rd and Vestavia Dr(MH 30609) per the attached exhibit B from
GP-MH-7 to MH 30609. The City will not assist in obtaining sewer easements. Option#3:
The developer will build a private lift station on site with a private forcemain connecting to
3A)the City gravity sewer main via a manhole in Junction Rd or 3B) a developer built
gravity sewer in Ferrell Rd to MH 30609 (see exhibit C). All public sewer mains must be
constructed within public ROW or dedicated easements, public sewer lines under private
streets or common areas are not permitted.
ADDITIONAL REQUIREMENTS
❑ Review and approval of a Lift Station PER is required before any lift station drawings will be reviewed
❑• Flow calculations are required for water meters 3-inch or greater
❑■ Applicant is responsible for performing fire flow analyses to ensure that the required fire flow can be
provided to each proposed hydrant
0 Utility Extension Agreement required
❑Reimbursement Agreement required
Signed:
Title: Engine g nager, Senior

r
•
•
n ,„
�- 1
♦... as sine;san,a�• .oti` .
M J. >
I irk[' •. .� ' O « f / _1 (•vj (n 006 C > OC .o
t 41; O ov ° � Q. -� O Q3 ° .S `o ��
�,.
U 0
a) a)\- ••,\
-
4 (6 U OV O a) m— CO . r
I °'.= m . ik.,. •. • 0.(6 -Q 1
t c C W • �,'. O 3 . a)mOm ;" Q I �y
. 1 A. ,, .4
�1 .0 c k`. T'„it. ti '
•` rT j <1 'mow 4f ` -'7
•
X o .0 � • CO o ,c E oo r},`. + t t' - t -
W C K _ CO 4- A_- (a �.. • .�> - < 1-g► r.t�'r ate- '1
O apt,; ,..4 `� a[e ,''' Q. 1` '- as • '' .i ~_
a) '-• - r' 1 I ' * ? -_, .. -c ? s ,- 1�..
.,\ _
v
Cri . ,i f
�+ a,
I 2a`) c .; t pal uogounr , •
x a) o r rAim:-- `
kw
A C
}(f R c c
Q C ,�
Ni
•\ ' r
, ..,
. ,
iS� i•
=0 ta te0 r z`IF

•
L- 113 . ..r -Il . ILL -■
C
N1/1d 1.11111(1 S311213d021d 113NNt/OS •.Q
>u Kiln''.„ „ �,'� no1aaaralne
U.IUH<KI�alW[)� ,. 1Vf11d3ONO0 113?P:133 g X
Il !!1 a .„ ONb'N0110Nf1f W
1 4 1 ; ; ; 4 A ; ; ; 4 1 4 4 4 4 4 A 4 41 i A 3 A 4 A A A A ; A 4 4 4 4 A 4 4 4 A A:
1
c, F
y 111111111111
�`��,j .' _ 61 .p:_ _ ( IIIIIIII Illlu (IIIIIIII ,~_ .
Iji ,_ I II ' I11
1
t I IIIIIIII flIl[IIIIIIIl.
i , II IIIIINIIRlll1flllf
r :': .�: , 1110111Illlll1! IfIII'
IIIIIIIIIIIININIAI I . ''
rl ' II�IIIIIIIII�IIIINUfl _ F
1h_ ( — �IlilllllfIIIII�U _
!I: I �IIIIIIIONII ► 1-k�1►
Iv111118
n i S a A ; A A ; ; ; 7 A A A S A A g A A Ai ,
x ._.. _ ,...
W illoifill "r- .
[; IIIIIIIIIIIIllnlllll ..,,x�.a r
1 ; A 4 8 A A A A A A A Al
I .._ ;,, . :
_ — 4teki.$01H0 1 Ai i AI
s
so
-� - a-� i -
I ,.'' Id H ...,. --_-.. ••
�.
Q �i r;l i .! \... t`s
I • '1
I iZ Q
g.
.- — �_§ ------IL
\ . \ '''`.
— � :
— — —w� A is
za0 g 1 ,� �.
lL J /
` EWO ■j \\ \\
Ii
_.. ...t- ....''3" .,. ...... ._ ... ... :.r...... t.--.::-":.-..: . - .. ..,.. ...

, it ,
01 IA A W N N IN A W N O'\D DO V A .+ -
-I 1 _D\ \
5, $ 00io �g °0g 0 aD,dw � 2 '/ - , `
o ( \
� \ J
3 3 i t\� m"m^�!" \
0 0 0 0 $ o 0 0 0 0 8 0 0 0 0 0 a� ! El iil� �� `\
3tri $t 9c \
3 � °v ymNsx
r ).g.,�
O N al ',el W O O N \O O W W W .P+ p i ',1CAm `
F. L y_c
y V \
A
_O
P
m
O\ ll1 A W N .+ N , t a O f T.pf \ \4?i -� �i1 y VV1
N N N N N : 71m 1 A D \'1
~ O
� _ �gI -
3 a r
----‘--L-,!-i--/':-•:;..1..=,5;,-
o.11
° ..1-1
_, CTIONROAD \ -�'-I
E 3 JUN
D 3 NRt.HT.OF-WAY p p ��"- \
H `� °' ' \%+ d =ORFOLK SOUTH.�. ,. .��......"� �� © `` ' m \
N _,.
C y 11 tn
' 09 y r'R by `i,..; ,., ,,. •'- 1^ •__ 1'I 1 O
•
zz
• .,. ..j'j.' +e5. . 4. '. '. JI
eaj'i ,,,,... citt.- --00s:. • --) L-__
r.
•o �� — ■ 9,' .hf ram' `.�i G?'•-f i1 yet•y-�� ``1 \
v o o `.i'.L�� >� !Y` �(/S a..
--;` '4� \
■ V x l
FUTURE NORTHERN Y❑ . �� .a ^ rA • �� �'�
j''yr�� T�
DURHAM PARKWAY /_.. ■ Y� .... +13:. `\ \ -...-,\,;.;,' •�'y'' \ '1
i0 ���\ •
1
t
1 ; ,.k ._,,-- ,,....-.... ---. ..,›c.t.:_:-. _ti..?.v. r.11
. , ...
,,,,,,,
13 . I s .:Y r*%'.r. .1, : - ', ----'. i /..-7.".7.=,1- •••--r*J-','• /1
JUNCTION AND
TA FERRELL ._. \ Kimley>»Horn
CRE>'IAEDMA FIRE FLOW EXHIBIT - 4
SCANNELL PROPERTIES • ..n ' ..X- '
•.• . ni - u._ ....`. \/ a1 i.. .R: .

•
—1 1 � �z �r
1 pz0 I m
c _ I
i b
_ -- RI , . . . . 1 1 111 1 s I• �01 I I 1 l i i l I l i 1 ' r
.� p I I -11 11 1 Li
IL:6
11OUNC_TIOI ROAD < o o , i_I_ II_ _I_ J —- ;'•'�
��� •�._-__ 'NORfOUf SOUTHERN _• �'- .r+�-�`� �.+. ��----
I.,''!�,' —r -.
1
I f m
I. 5 r
18
I I a v r 9-.V� , o (/^ '�
06
a ill
4
f _ l �\
g
Ii: .�>
N
{ yg� r
r-:s\- \''‹ 73> XM‘ ''''k \-\i'''''''''.' ‘,-'.------7 \.., %
/, 9 a m
` `yS \ O m yl 41--
• /� ARIGHT'`'"µ -r 3 � ,
7rççJ
�iH. iI
r---"1.'
ii
, ,/ , tea < o`_` ,,,
(7,77-n
------// / -
_I
dFGp-
frg
JUNCTION AND :;' S Kimle >»Horn
X FERRELL CONCEPTUAL SEWER ..:„Y 'k 7
w- °"PROPER ALTERNATIVE ..• �'' *«" „��
^ SCANNEII PROPERTIES 17515, "'c '
"„: lLC nl - u.- .... u l .re

r
•
• .
Exhibit E
' "• - .14,_ - i"A'w,_,r.i .. ......, ,i,,.. •.• •,,., \, . • , >4T3. _. i,- ' . '.\-'
4141iiik7'.:-41! , ' ., - q1,4,, le•- `,. ..,'< -; 1--. - -r,(-7- .4g.„ '4 4.- 44 \
' 'I;4,Y - tit, r/-• i '. I • e--rit yik *. i ‘,1 ... ,,,,A, 444'1, 4, [A100 ) ••• • . ' \
t 4. ',„ I 11, a• -. IN ' '••• gtrSz , 1.,r
' 7 Of- -,-'4.---,4,e• ' 4 of .2. :1,17., ;-, :te it. 4",1"4,,', ' if, 1 i; ilk.# ,, • ,,,
•- '- 4 i 1 ' , •• '',1,' 1,-,ff ' --a typ ' ' "04,` ,..• 1,„? , ',ill, , . limit mis:
I -Vrrejp..,.._...., .. k et__ . -. .!., ‘.... fr ..A ,i--....„. ,/, ..,a- --•'• k•4. — emit', I
--NA-.-3g13'-, •t-,‘- i '' : - '4' s-, ,,,' ,t, ,/ V i.., s- r , '•-.-. . i t_
t . •R*--,..-'. ..,, ,, r• - • , •• _1 .. "•-•,..• :-./,,,„‘,-,_2, . — , ,,,..-.„,,,--,:.. 1 • .
, , - ';‘•16:',f;;',:. •-' ' ' ' ••• r•,..Itit-t19.06.A •• —r
1(itlitt
v4411:
. „ ;A. 41
1 r .
fl • .
,,',• .;? _,,- ' .tri
$ i 4, * :i'VP' ,,i ',., i',
„ • . - .4, — ill
;
SIJUNCTIONJRN GORPI1/4D
NoacHT:or:,0; ,
otKOThER °L.7704
_____
1.
H ...
1 .... VI
N--k
;
,ssfikzu.
441* t,
1 s
s 1
. ...., ..4
. , .
r
•
...— .. .
,
; - ,1-., ,
F 1 ,
g—
• 0 ,,,-/, _.7•___. ____ ,,._._.,.. z .•
• ,, ,..
x . .
i i •-• 1
rk---=`--
. ca I
. ..• , P2 VI =r•
I I
ri
z
aZi. di '
i I/ i 1.4 •I
a I. . ,..
EXHIBIT
1 1 r r1.1
; . [ E-- a- 1 1
;,4 /4 1 1 * ille.•
1
a i L .
i ii 1,11. „I
JUNCTION AND a:,1Uli"P Kimley>>>Horn —FERRELL NORTHERN DURHAM 2—
i•iPRI PMED,CA PARKWAY leas .4 sow I
ROC WASH HOWINGS LLC AND EXTENSION MAP .:;-,-,-- N. -r:,,,..1741.1,‘
----
c,..wm COPE CONSTRttiODO*,r% ...