SWA000146_Pending Sales Agreement_20220523

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
The Purchase and Sale Agreement (the "Agreement") dated the 23'd day of January, 2020,
by and between Wallick Asset Management LLC, an Ohio limited liability company, its permitted
successors and assigns, with a mailing address of c/o Wallick Communities, 160 Main Street, Suite
200, New Albany, OH 43054 (the "Purchaser") and Chatham County, North Carolina, a body
politic and corporate of the State of North Carolina, with a mailing address of P.O. Box 1809,
Pittsboro, NC, 27312 (the "Seller"), is amended as follows:
1. Article L Property. In Article 1, the phrase "2020 Low -Income Housing Tax Credit
Qualified Allocation Plan for the State of North Carolina" as it appears in the last
sentence is amended to read: "2021 Law -Income Housing Tax Credit Qualified
AIlocation Plan for the State of North Carolina."
2. Article 3. Conditions Precedent, In Article 3, the introductory clause in Subsection B
is amended to read: "Purchaser shall have until 11:59 P.M. EST on September 30, 2021
to complete the following due diligence in regard to the Property to Purchaser's
satisfaction in its sole discretion:"
3. Article 4. Financing Period. In Article 4, the first sentence is amended to read.
"Purchaser, at Purchaser's sole cast and expense, shall have until 11:59 p.m. EST on
September 30, 2022 (the "Financing Period"), in which to obtain financing for the
purchase of the Property and the construction of improvements on the Property as
detennined by the Purchaser, in Purchaser's sole and absolute discretion."
4. Article 5. Closing. In Article 5, Subsection (a) of the second paragraph is amended to
read: "(a) limited warranty deed containing such mutually agreeable covenants and
conditions as are necessary to meet the requirements of this Agreement and Seller's
RFP with respect to the Property for affordable housing for a period of not less than
one hundred (100) years, conveying the Property to Purchaser (or its designee) subject
to those exceptions approved by Purchaser;"
All other terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this First Amendment to Purchase. and
Sale Agreement to be executed by their respective duly authorized officers this 15 day of January,
202 L
WALLICK ASSET MANAGEMENT LLC
By:
Jennifer Lampman, Vice President
151",-)-oZ I
CHATH OV�Ty
By: - �—�-
an L agne
County Manager

PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this "Agreement") is made effective as of the) the day of
3,� ty 020 (the "Effective Date"), by and between WALLICK ASSET MANAGEMENT
LLC, an Ohio limited liability company, its permitted successors and assigns, with a mailing
address of 160 West Main Street, Suite 200, New Albany, OH 43054 (the "Purchaser") and
CHATHAM COUNTY, NORTH CAROLINA, a body politic and corporate of the State of
North Carolina, with a mailing address of P.O. Box 1809. Pittsboro. NC 27312 (the
"Seller").. Purchaser may assign its interest to another related entity prior to closing with the consent
of the Seller, with the consent of Seller. This is to confirm that Seller has chosen Buyer pursuant
Seller's Requests for Proposals to redevelop the property into affordable housing (the "RFP),
which is incorporated herein by reference.
ARTICLE 1. PROPERTY
On the terms set forth herein, Purchaser agrees to purchase from Seller, and Seller agrees to
sell to Purchaser the approximate 14.2+/- acre portion of the parcel of real property known as
PIN# 877100578660, AKPAR: 0014380 which is located at the Progress Blvd Complex in
Siler City, Chatham County, North Carolina, together with all improvements thereon and
appurtenances thereto (the "Property") as shown in Exhibit A, attached. The exact Iegal
description and acreage of the Property shall be determined by the survey described in Article
3, below. Purchaser agrees to develop and operate not less than 65 units of multi -family
housing to provide affordable housing to persons of low or moderate income and to construct
and operate ancillary facilities on the Property to support the foregoing purpose pursuant to
the 2020 Low -Income Housing Tax Credit Qualified Allocation Plan for the State of North
Carolina (the "Development")and as approved by the Seller.
ARTICLE 2. PURCHASE PRICE
The consideration for the sale of the Property is Purchaser's agreement to provide housing for
persons of low or moderate income, there is no monetary consideration for the purchase (the
"Purchase Price") according to the teens and conditions set forth herein. The purchase price
for all of Seller's right, title, and interest in and to the Property is One Dollar ($ 1.00). The
purchase price is non-refundable.
ARTICLE 3. CONDITIONS PRECEDENT
A. The Seller shall conduct a survey to determine the parcel boundaries of the Iand to be
subdivided.
B. Purchaser shall have until 11:59 P.M. EST on September 30, 2020 to complete the
following due diligence in regard to the Property to its satisfaction in its sole discretion:
1. Purchaser's receipt, review and approval of: (a) utility will —serve letters confinning
that all necessary utilities are available in sufficient capacity to service the
Development; (b) an engineering report indicating that the soil condition, quality,
density, and bearing capacity are suitable for the Development; (c) a construction
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company's estimate of costs to construct the Development based on other due diligence
findings, and (d) except as otherwise set forth herein, a zoning letter or report
confirming the zoning for the Property will allow Purchaser to develop and operate the
Development, and that either (i) no conditional use permit, variance or any other land
use permit or approval is necessary for the Development or (ii) any conditional use
pen -nit, variance or other land use permits or approvals necessary for the Development
have been obtained.
2. Purchaser's detenraination, that any associated impact fees, utility hook-up or tap in
fees, or any other associated development and/or constriction related fees imposed by
any applicable governmental authority are acceptable to Purchaser. Any concerns or
appeals to fees shall be taken up with respective Municipal and County staff and
considered under any applicable policies.
3. Purchaser's receipt, review and approval of: (a) a standard commitment for title
insurance from a title insurer approved by Purchaser; (b) an environmental report; and
(c) a flood plain certification and a wetland delineation report indicating that the
presence of perennial and/or intermittent streams (and their associated buffers),
wetlands and/or floodplains will not impede the development or operation of the
Development; and the cost for any offsite facilities required for the development and
operation of the development.
4. Purchaser's receipt of all necessary and customary pen -nits from any and all applicable
governmental authorities in order for Purchaser to develop and operate the
Development, including those for all necessary utilities, access, building constriction,
site construction and off -site improvements (such as road widening easements and
permits from applicable departments of transportation)>
S. Purchaser's receipt of a binding allocation of low-income housing tax credits for the
Development from the North Carolina Housing Finance Agency.
6. Purchaser to otherwise determine the desirability and utility of the Property, as
determined by Purchaser, in Purchaser's sole and absolute discretion.
In the event any condition precedent in this Article 3A is not satisfied by the date specified in
this Article 3A, Purchaser shall have the right to terminate the Agreement upon notice to Seller
and neither party shall have any further rights or obligations under the Agreement whatsoever.
C. The obligations of Purchaser hereunder are in all respects conditioned upon and subject
to the Property being zoned to allow Seller to complete Development. In the event that
the Purchaser is unable to successfully rezone the Property, Purchaser may terminate
this Agreement. If the Property is rezoned but is not purchased by Purchaser, Purchaser
shall have no duty to restore the Property to its former zoning. Seller understand that
the Purchaser intends to apply for rezoning of the Property, and Seller consents to
Purchaser's efforts in that connection. Purchaser shall be solely responsible for the cost
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of rezoning efforts applicable to the Property, and Seller agrees to cooperate fully with
Purchaser's efforts and to execute and deliver such petitions, applications, consents and
other authorizations as Purchaser my reasonable require.
ARTICLE 4: FINANCING PERIOD
Purchaser, at Purchaser's sole cost and expense, shall have until 11:59 p.m. EST on September
30, 2021 (the "Financing Period"), in which to obtain financing for the purchase of the
Property and the construction of improvements on the Property as determined by the
Purchaser, in Purchaser's sole and absolute discretion. If Purchaser determines in its sole and
absolute discretion that the Property is not acceptable, Purchaser shall have the right either to:
(a) tenninate this Agreement by written notice to the seller on or before expiration of the
Financing Period and neither party shall have any further rights or obligations to the other
under this Agreement; or (b) waive the requirements and/or contingencies regarding such due
diligence review and proceed with this Agreement.
ARTICLE 5: CLOSING
Subject to the satisfaction of all terms and conditions of this Agreement, Purchaser shall pay
the purchase price and the closing under this Agreement and shall take place as an escrow
closing through the offices of Fidelity National Title Insurance, or a title company chosen by
Purchaser, shall act as the escrow agent for the Closing (the "Title Company") on a date that is
determined by Purchaser in its sole and absolute discretion, by providing notice to Seller, that
is within ninety (90) days after the expiration of the Financing Period and the satisfaction of
the Closing Conditions. Title shall be conveyed to the mutually agreed upon entity.
Seller shall deliver at closing: (a) limited warranty deed containing such mutually agreeable
covenants and conditions as are necessary to meet the requirements of this Agreement and
Seller's RFP with respect to the Property for affordable housing for a period of not less than
twenty (20) years, conveying the Property to Purchaser (or its designee) subject to those
exceptions approved by Purchaser; (b) all easements necessary for the development and
operation of the Development; (c) lien affidavit acceptable to the title insurer; and (d) such
other customary documents, instruments, certifications and confinnations as may be
reasonably required to fully effect and consummate the transactions contemplated hereby.
At all times until closing, Seller shall maintain the legal title to the Property free and clear of
any and all defects, liens, and encumbrances of every kind and nature placed thereon by Seller
(other than deeds of trust that will be released at closing). Purchaser and Seller shall prorate all
taxes, income, expenses and costs (if any) related to the Property as of the date of closing.
Seller shall pay for the preparation of the deed to the Property, and the North Carolina Real
Estate Transfer Tax applicable to the transfer of the Property (if any). Purchaser shall be
responsible for the title insurance premium, and the cost of recording the limited warranty
deed and any other instruments to be recorded under the tenns of this Agreement with respect
to the Property. Except as may otherwise be stated herein, each party shall bear its own
expense or expenses, including its own attorney fees.

ARTICLE 6: CLOSING CONDITIONS
"As Is" Condition of Property. PURCHASER ACKNOWLEDGES AND AGREES THAT,
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND EXCEPT FOR
EXPLICIT REPRESENTATIONS OF SELLER SET FORTH IN THIS AGREEMENT
AND AS A MATERIAL INDUCEMENT TO THE SELLER'S EXECUTION AND
DELIVERY OF THIS AGREEMENT, THE SALE OF THE PROPERTY AS PROVIDED
FOR IN THIS AGREEMENT IS ON AN "AS IS, WHERE IS" CONDITION AND BASIS.
ARTICLE 7: DEFAULTS & REMEDIES
In the event the sale of` the Property is not closed pursuant to this Agreement due to a default
hereunder by Seller or failure of performance hereunder by Seller, then Purchaser shall give
Seller written notice specifying Seller's default or failure of performance, and Seller shall have
fifteen (15) business days to cure the default or failure of performance. In the event the sale of
the Property is not closed pursuant to this Agreement due to a default hereunder by Purchaser or
failure of performance by Purchaser. The Seller shall give Purchaser written notice specifying
Purchaser's default or failure of performance and the Purchaser shall have fifteen ( 15) business
days to cure the default or failure of performance. In the event that a party fails to cure its default
or failure of performance within the fifteen (15) day period, this Agreement shall immediately be
tenninated; and thence the parties shall thereafterhave no further rights, duties or obligations
hereunder.
ARTICLE S: ENTIRE AGREEMENT; INTEGRATION.
This Agreement, together with the schedules and exhibits to this Agreement, each of which is
deemed to be a part of this Agreement, contains the entire understanding between the parties to
this Agreement concerning the subject matter of this Agreement and it is understood and
agreed that all negotiations and agreements before this Agreement had between the parties are
merged in this Agreement. The parties agree that there are no oral agreements,
understandings, representations or warranties that are not expressly set forth in this Agreement.
AMENDMENT,ARTICLE 9: WAIVER.
This Agreement may be amended, modified or supplemented only by an agreement in writing
signed by all parties to this Agreement. Neither the failure nor any delay on the part of any
party to this Agreement in exercising any right, power or remedy under this Agreement shall
operate as a waiver thereof, or of any other right, power or remedy; nor shall any single or
partial exercise of any right, power or remedy preclude any further or other exercise thereof, or
the exercise of any right, power or remedy. Except as expressly provided in this Agreement,
no waiver of any of the provisions of this Agreement shall be valid unless it is in writing and
signed by the party against whom it is sought to be enforced.
ARTICLE IQ: TIME OF ESSENCE.
Time is of the essence of all provisions of this Agreement.

ARTICLE 11 :GOVERNING LAW.
This Agreement shall be governed by and constilted in accordance with the laws of the State of
North Carolina, without regard to conflicts of laws principles of that state, any action on this
Agreement shall be venued in Chatham County, North Carolina.
ARTICLE 12: MISCELLANEOUS
A. COUNTERPARTS; PDF. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered, shall constitute an
original, but all of which together shall constitute but one instrument. Signatures
transmitted by PDF shall have the same effect as original signatures.
B. CAPTIONS AND HEADINGS; INTERPRETATION. The captions and headings
of this Agreement are for convenience of reference only and shall not define or limit
any of the terms or provisions hereof. The use of the word "including" in this
Agreement means including, without limitation, the items following.
C. NO PRESUMPTION; SURVIVAL. This Agreement has undergone drafts with the
negotiated suggestions of all parties and therefore no presumption shall arise favoring
any party by virtue of the authorship of this Agreement or any of its provisions. The
parties hereto have been advised by their respective legal counsel regarding the form
and substance of the provisions contained herein. The use of the word "including" in
this Agreement means including, without limitation, the items following.
D. Attorney's Fees. In the event either party hereto brings against any other party an
action at law or other proceeding permitted under the terms of this Agreement in order
to enforce or interpret any of the terms, covenants or conditions hereof or any
instrument executed pursuant to this Agreement or by reason of any breach or default
hereunder or thereunder, the party prevailing in any such action or proceeding shall be
paid all costs, including reasonable attorney's fees.
E. Notices. Any notice, request, demand, instruction or other document to be given or
served hereunder or under any document or instrument executed pursuant hereto shall
be in writing and shall be delivered personally or sent by United States registered or
certified mail, return receipt requested, postage prepaid, or by overnight express
courier, postage prepaid and addressed to the parties at their respective addresses set
forth above., and the same shall be effective upon receipt if delivered personally or five
(5) business days after deposit in the mails if mailed. A party may change its address
for receipt of notices by service of a notice of such change in accordance herewith.
F. NO THIRD PARTY BENEFICIARIES. There are no third party beneficiaries of
this Agreement or of the transactions contemplated hereby and nothing contained
herein shall be deemed to confer upon anyone other than the parties hereto (and their
permitted successors and assigns) any right to insist upon or to enforce the perfonnance
of any of the obligations contained herein.
G. SEVERABILITY. This Agreement is intended to be performed in accordance with,
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and only to the extent permitted by, all applicable laws, ordinances, rules and
regulations. If any provision of this Agreement or the application thereof to any person
or circumstance shall, for any reason and to any extent, be invalid or unenforceable, but
the extent of such invalidity or unenforceability does not destroy the basis of the
bargain among the parties as expressed herein, the remainder of this Agreement and the
application of such provision to other- persons or circumstances shall not be affected
thereby, but rather shall be enforced to the greatest extent pennitted by law.
Agreement constitutes the entire undertaking between the parties hereto, and
supersedes any and all prior agreements, arrangements and understanding between the
parties. This Agreement may be amended only by a written agreement executed by all
of the parties hereto.
H. Memorandum of Agreement
Seller hereby authorizes Purchaser to memorialize this Agreement or any portion
thereof in the register of deeds where the Property is located and agrees to promptly
execute any documentation reasonably required by Purchaser to effectuate the same.
I. Seller Representation. Seller warrants to Purchaser as to the following:
1. Seller has the right, power and authority to enter into this contract and to sell the
Property in accordance with the terns hereof, and Seller has granted no option to any
other person or entity to purchase the Property.
2. The Seller is not involved in any bankruptcy, reorganization or insolvency
proceeding.
J. There are no parties in possession of the Property or are entitled to possession
thereof other than Seller.
4. All taxes. Assessments, water charges and sewer charges affecting the Property are
current and have been fully paid as billed.
5. Seiler has not received notice of and/or is aware of any suits, judgements or
violations of any zoning, building, fire, health, pollution, enviromnental protection or
waste ordinance, code, law or regulations related to the Property.
G. Seller has made no inspection of the Property with respect to underground storage
tanks, drums and/or any other environmental conditions at the Property, but is not
aware of any such conditions on the property. Purchaser should exercise its rights of
inspection hereunder to determine the environmental condition of the Property.
Seller agrees to notify Purchaser within 5 business days if any of the above items
change prior to closing.
J. Condition of Property. The Property is being conveyed "As Is. Where Is". As set
forth below and which language shall be reflected in the deed. Purchaser acknowledges

that, except as expressly set forth in this Agreement, Seller has not made. does not
make, and specifically negates and disclaims any representations, warranties, promises,
covenants, agreements or guaranties of any kind or character whatsoever, whether
expressed or implied, oral or written, of, as to, concerning, or with respect to (i ) the
value, nature quality or condition of the Property, including, without limitation, the
water, soil and geology, (ii) The suitability of the Property for any and all activities and
uses which may be conducted thereon, (iii) the compliance of or by the Property with
any laws, rules, ordinances or regulations of any applicable governmental authority or
body, or (iv) the habitability, merchantability, marketability, profitability or fitness for
a particular purpose of the Property specifically, but not in limitation of the foregoing.
Purchaser further acknowledges that except as set forth in this Agreement, Seller has
not made, does not make and specifically negates and disclaims any representation or
warranties regarding compliance of the Property with any environmental protection,
pollution or land use laws, rules, regulations, orders or requirements, including without
limitation, those pertaining to solid waste, as defined by the U.S. Environmental
Protection Agency Regulations at C.F.R.. Pan 261, or the disposal or existence, in or on
the Property, of any hazardous substances, as defined by the Comprehensive
Environment Response Compensation and Liability Act of 1980, as amended, and the
regulations promulgated thereunder. Purchaser shall rely solely on its own
investigation of the Property and not on any information provided or to be provided by
Seller, its agents or contractors prior to or after the execution of this Agreement.
Except as specifically set forth in this Agreement. Seller shall not be liable or bound in
any manner by any verbal or written statements, representations or infonmation
pertaining to the Property or the operation thereof furnished by any person purporting
to act on behalf of Seller whether made prior to or after the execution of this
Agreement.
[Signatures on the Next Page.]
C� �

PURCHASE AND SALE AGREEMENT
Signature Page
IN WITNESS WHEREOF, the undersigned have executed this Purchase and Sale
Agreement as of the Effective Date.
SELLER:
CHATHAM COUNTY, NORTH CAROLINA
By:
Dan LaMo e
Title: County Manager
PURCHASER:
WALLICK ASSET MANAGEMENT, LLC,
an Ohio limited liability company
By:
nnifer L v an, Vice esident
[End of Signatures,]
N.

Exhibit A: Location & Description of the Property
On the tenns set forth herein, Purchaser agrees to purchase from Seller, and Seller agrees to
sell to Purchaser the approximate 142+/- acre portion of the parcel of real property known as
PIN# 877100578660, AKPAR: 0014380 which is located at the Progress Blvd Complex in
Siler City, Chatham County, North Carolina,
SI TE
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LOCATION MAP
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