Agenda 09-03-19 Item 8-j - Finalization of Property Exchange Between the County and Holloways

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4 deliver exclusive possession of Tract 2 to Holloway at closing subject to the Sewer Easement and the Holloway Protected Vegetative Area. 2. Holloway Deliveries. Within five(5)days after the Effective Date, Holloway shall deliver to County copies of all information pertaining to the Holloway Lot, including, but not limited to, title information, including a copy of Holloway's owner's policy of title insurance, surveys, environmental reports, inspection reports, zoning information, soil investigations and reports, site and development plans, permits, entitlements, and all other reports pertaining to the Holloway Lot (collectively, "Due Diligence Materials"). Holloway hereby grants County and its agents the right of entry onto the Holloway Lot at any time prior to closing for the purposes of inspecting, surveying,testing or otherwise studying the condition of the Holloway Lot. If County determines, in County's sole discretion, that Tract 1 or the Holloway Lot is unsuitable for any reason whatsoever, then County may terminate this Agreement upon written notice to Holloway on or before closing. In the event this Agreement is terminated for any reason pursuant to this paragraph or any other provision in this Agreement, each party agrees to execute, at request of the other party, an instrument acknowledging and memorializing such termination, and that the parties shall have no further obligations hereunder, In addition. Hollowayarra»ge County shall_cooperate with one another irk r_rg for the rezonin ._�f,Tract 1 and Tract 2_ pJor to Closing as contemplated_ ianStion 6 a) ._Ament.f_ r 5��ecifica]ly,_H,alloway hetel�y_agrees to execute all rezoning; applications and other.related permit documents deemed necessary by Orange County prior to Closing related to Tract 1. 3. Closing Documentation&Definition. (a) At closing,Holloway shall execute and deliver to County the following: @ a recombination plat for recording showing: (a) the recombination of Tract 1 with the remainder of the County Lot; (b) the recombination of Tract 2 with the remainder of the Holloway Lot;(c)the location and dimensions of the Sewer Easement;(d)the current and future locations of the Fence Realignment; (e) County Protected Vegetative Area, and (f) Holloway Protected Vegetative Area all of which are intended to generally conform to the drawing shown in the form of Exhibit A attached hereto (the "Recombination Plat"). The parties understand and agree that the final locations and dimensions of Tract 1, Tract 2, Sewer Easement,the Fence Realignment,the Holloway Protected Vegetative Area, and the County Protected Vegetative Area will be determined by the Recombination Plat that generally conforms to the Exhibit A. Holloway hereby agrees that Exhibit A is sufficiently definite to describe the intent of the parties regarding the conveyances agreed upon herein; (ii) a general warranty deed on the most current North Carolina Bar Association form or its equivalent (the "Warranty Deed") conveying to County fee simple, marketable, indefeasible, and insurable (at regular title insurance rates) title to Tract 1 along with the Sewer Easement, free and clear of all liens, assessments, charges and encumbrances, except for general utility easements and matters shown on recorded plats; (iii) an affidavit affirming that as of the Closing Date there are no outstanding unsubordinated mortgages, and unsatisfied judgments,tax liens or bankruptcies against or involving the Holloway and that there are no unrecorded interests in the Property of any kind; (iv) a Non-Foreign Person affidavit; (v) a 1099 IRS Form containing reporting information;and (vi) an owners and contractors affidavit on a form sufficient for use by County in obtaining title insurance on the Property free and clear of any mechanics` or materialmen's lien or tenants in possession exceptions; �y