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

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6 land value according to the Orange County tax records and shall be prorated on a calendar year basis to the date of the closing. Holloway will be responsible for the payment of ad valorem taxes on Tract 2 for the year in which the closing occurs, if any, All deferred taxes, back taxes, penalties and interest, if any, and all confirmed governmental assessments on the Holloway Lot shall be paid by Holloway at closing. 5. Title Examination. County will cause its attorney to examine the title to the Holloway Lot prior to closing and advise Holloway in writing of any objections to said title, and Holloway shall have the right (but not the obligation) for a period of ten (10) days from the date of notice of said objections within which to remedy said objections to the reasonable satisfaction of County and its attorney. In the event said objections are not cured or remedied within said ten(10)day period, the County, at its election, shall have the right to either(a)accept such title subject to the objections, or(b)terminate this Agreement. County will cause a North Carolina licensed surveyor or engineer to prepare a survey of the Holloway Lot and said survey shall be deemed to be a part of County's title examination, and County shall have the same rights as to matters of survey. Notwithstanding anything herein to the contrary,Holloway shall discharge all money liens against the Property at or before closing or provide for the release of Lot 1 from all such liens. 6. Conditions Precedent. The obligations of County under this Agreement are conditioned upon the following: (a) the rezoning of Tract 1 by the Town of Hillsborough to a zoning designation that permits the County's intended use of Tract l along with the rezoning of Tract 2 consistent with the current zoning designation of the remainder of the Holloway Lot; (b) approval of the Recombination Plat by the Town of Hillsborough and the subsequent recordation thereof; (c) the final approval of the applicable sewer authority allowing for the connection of a sanitary sewer line ru€niing from the County Lot over and across Tract 1 (as shown on Exhibit A) with the existing Gravity Sewer; (d) the approval and ratification of this Agreement and the transactions contemplated hereby by the Orange County Board of Commissioners; If any of the foregoing conditions is not satisfied by the Closing Date,then the County shall not have any further obligation hereunder and this Agreement shall terminate,upon notice to Holloway from the County. 7. Representations and Warranties-by Holloway. Holloway represents and warrants to County that: (a) Holloway owns the Property in fee simple, free of all monetary liens and judgments except as disclosed to County. (b) Holloway has all requisite power and authority to execute this Agreement, the closing instruments listed in Section 3 hereof, and any other instruments required to be delivered by Holloway under the terms of this Agreement, (c) The conveyance of the Property pursuant hereto will not violate any private restriction or agreement or to Holloway's actual knowledge without investigation or inquiry any applicable statute, ordinance,governmental restriction or regulation. (d) During the tern of this Agreement,Holloway shall not have executed or created any contract, option, easement, covenant, condition, restriction, lien or encumbrance with respect to the Holloway Lot or any portion thereof or have made any physical changes to Tract 1, f f�4