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HomeMy WebLinkAbout1993/11/01 RESOLUTION TO TRANSFER REAL PROPERTY TO THIS END UP FURNITURE COMPANYNORTH CAROLINA HARNETT COUNTY RESOLUTION TO TRANSFER REAL PROPERTY TO THIS END UP FURNITURE COMPANY THAT WHEREAS, the County of Harnett (hereinafter "COUNTY ") is the owner in fee simple of a 339.78 acre tract of real property which is located between U.S. Highway 401 and the Cape Fear River in Lillington Township, Harnett County, North Carolina which is more particularly described in the deed to Harnett County dated April 29, 1991 and recorded in Book 934, Page 664, Harnett County Registry; that the COUNTY has current plans for said real property to be a County Governmental Complex and Industrial Park; and WHEREAS, the COUNTY is empowered pursuant the terms of the N.C. General Statutes §158 -7.1 (Local Development Act) as amended, to acquire, hold for resale, and /or convey interest in real property subject to the terms and conditions of said statute; and WHEREAS, This End Up Furniture Company, a North Carolina Corporation (hereinafter "THIS END UP ") has been considering the establishment of a new furniture manufacturing facility in Harnett County which is expected to create a significant increase in the tax base of the COUNTY in addition to the creation of new jobs in the COUNTY; that THIS END UP has determined that a 32.197 acre tract located within the Industrial Park section of the aforementioned COUNTY property is a suitable location for the development of THIS END UP's proposed new facility; and WHEREAS, other communities have attempted to induce THIS END UP to locate its proposed new facility on real property within SC their respective jurisdictions. That in order to induce THIS END UP to locate its proposed manufacturing facility in the COUNTY �t Industrial Park, the COUNTY is willing to convey a 32.197 acre tract to THIS END UP pursuant to the provisions of N.C. General Statutes §158- 7.1(d) & (dl); and WHEREAS, in considering and negotiating the conveyance of the 32.197 acre tract, the COUNTY has made the following determinations: 1. The fair market value of the 32.197 tract to be conveyed to THIS END UP. is $7,600.00 per acre, thereby having a total fair market value of $244,697.20. 2. The consideration to be received by the COUNTY from THIS END UP for the transfer of the 32.197 acre tract shall be prospective ad valorem tax revenues over the next ten years from the improvements to be constructed by THIS END UP on the 32.197 tract which shall include a 250,000 square foot manufacturing facility. 3. That the conveyance of the 32.197 acre tract to THIS END UP with the subsequent construction and operation of the 250,000 square foot furniture manufacturing facility will stimulate the local economy, promote business, and result in the creation of a substantial number of jobs in Harnett County; and WHEREAS, a closing document entitled "Transfer Agreement Between Harnett County and This End Up Furniture Company" which is attached to this Resolution as Exhibit "A" and a "Special Warranty Deed" with conditions and restrictions attached hereto as Exhibit "B" have been prepared and agreed upon between the parties to comply with the provisions of N.C. General Statutes §158- 7.1(d) & (dl) and to allow the conveyance of the 32.197 acre tract to THIS END UP; and 2 I U WHEREAS, pursuant to N.C. General Statutes §158- 7.1(d) a public hearing was held on November 1, 1993 concerning the proposed transfer of the 32.197 acre tract to THIS END UP under the guidelines of the Local Development Act, the Transfer Agreement and Special Warranty Deed; that subsequent to the close of said public hearing and after deliberations, it is the desire of the Board of Commissioners to approve the real property conveyance subject to the aforementioned guidelines. NOW, THEREFORE, BE IT RESOLVED by the Harnett County Board of Commissioners that the conveyance by the COUNTY to THIS END UP of the 32.197 acre tract pursuant to the provisions of N.C. General Statutes §158 -7.1 (d) & (dl) is hereby approved; BE IT FURTHER RESOLVED that the proper officials of the COUNTY are hereby authorized to enter into the Transfer Agreement Between Harnett County and This End Up Furniture Company and to execute the Special Warranty Deed for the 32.197 acre tract to THIS END UP. This the 1st day of November, 1993. AT T: ' Vanessa W. Young, Cler HARNETT COUNTY BOARD OF COMMISSIONERS By: H.L. orrell, ' ., Chairman 3 V EXHIBIT "A" NORTH CAROLINA HARNETT COUNTY TRANSFER AGREEMENT BETWEEN HARNETT COUNTY AND THIS END UP FURNITURE COMPANY, INC. THIS AGREEMENT made and entered into this the 1st day of November, 1993, by and between the COUNTY OF HARNETT, a body politic of 102 E_. Front St., Lillington, N.0 27546 (hereinafter referred to as "COUNTY ") and THIS END UP FURNITURE COMPANY, INC., a North Carolina Corporation of P.O. Box 30153, Raleigh, N.C. 27622 (hereinafter referred to as "CORPORATION "); W I T N E S S E T H: THAT WHEREAS, the COUNTY is the owner in fee simple of a 339.78 acre tract of real property which is located between U.S. Highway 401 and the Cape Fear River in Lillington Township, Harnett County, North Carolina which is more particularly described in that deed to Harnett County dated April 29, 1991 and recorded in book 934, Page 664 Harnett County Registry; that the COUNTY has current plans for said real property to be a County Governmental Complex and Industrial Park; and WHEREAS, the COUNTY is empowered pursuant to the terms of North Carolina General Statutes §158 -7.1 (the Local Development Act) as amended, to acquire, hold for resale, and /or convey interests in real property subject to the terms and conditions of said statute; and WHEREAS, CORPORATION has been considering the establishment of a new furniture manufacturing facility in Harnett County which is expected to create a significant increase in the tax base of the COUNTY in addition to the creation of new jobs in the COUNTY; that the CORPORATION has determined that a 32.197 acre tract located within the industrial park section of the aforementioned COUNTY property is a suitable location for the development of the CORPORATION'S proposed new facilities; and WHEREAS, other communities have attempted to induce CORPORATION to locate its proposed new facilities on real property within their respective jurisdictions. That in order to induce CORPORATION to locate its proposed manufacturing facility in the County Industrial Park, the COUNTY is willing to convey a 32.197 acre tract to Corporation upon the terms and conditions set forth in this Agreement; and WHEREAS, in consideration of the conveyance of the 32.197 acre tract to CORPORATION by the COUNTY, CORPORATION has agreed to construct its proposed new manufacturing facility on the 32.197 Industrial Park tract and to further comply with all of the covenants and conditions binding upon it as set forth in the transfer Special Warranty Deed and the terms of this Agreement; NOW, THEREFORE, in consideration of these premises and the mutual covenants and promises set forth below, the CORPORATION and the COUNTY hereby agree as follows: Section 1. AGREEMENT TO TRANSFER 1.01. Conveyance of Industrial Park tract. Subject to the terms and conditions set forth herein, on the closing date, the COUNTY shall cause the 32.197 acre tract located in the Harnett County Industrial Park to be transferred to CORPORATION by means of 2 a Special Warranty Deed with certain conditions and restrictive covenants. 2.02. Inspection. During the period from the date of this Agreement through the closing date when title actually is transferred by Deed, the CORPORATION may enter the 32.197 acre Industrial Park tract to inspect, examine, survey and otherwise do what CORPORATION deems necessary in the designing, engineering and planning of its proposed manufacturing facility. The CORPORATION acknowledges that it has had previous access to the 32.197 acre tract sufficient to conduct surveys, soil tests and borings sufficient to determine that the 32.197 acre tract does not contain thereon any hazardous materials, and that to the best knowledge of CORPORATION after investigation, its use of said tract will not conflict with or violate any environmental laws. 2.03. Purchase. CORPORATION agrees on the closing date to take title to the 32.197 acre tract subject to permitted conditions and restrictive covenants as contained in the Special Warranty Deed. The County Board of Commissioners has determined that the fair market value of the 32.197 acre tract is $244,697.00. The CORPORATION agrees with the COUNTY'S determination that said amount is the fair market value of the 32.197 acre tract. Section 2 CONDITIONS OF CLOSING 2.01. Place of Closing. The closing of the transfer of the 32.197 acre tract by the COUNTY to CORPORATION shall take place at the County offices located at 102 E. Front St., Lillington, N.C. 27546 on or before the 2nd day of November, 1993. 3 2.02. Conditions of Closing. As of the closing date the following conditions shall have been satisfied: a. The COUNTY shall deliver to the CORPORATION the following: (i) A Special Warranty Deed with certain conditions and restrictive covenants duly executed by the duly authorized officials of the COUNTY which said deed shall include the conveyance of a 32.197 acre tract located within the County Industrial Park in addition to a 30 foot wide temporary ingress- egress easement leading from U.S. Highway 401 to the subject tract; (ii) Affidavit of COUNTY as to no liens or encumbrances imposed by the COUNTY on the 32.197 acre tract with the exception of those conditions and restrictive covenants contained within the Special Warranty Deed; (iii) Evidence in the form of motions, a resolution or resolutions duly adopted by the Board of Commissioners of the COUNTY approving the transfer to CORPORATION of the 32.197 acre tract which would include a determination by the Board of Commissioners that the conveyance of the 32.197 acre tract to CORPORATION will stimulate the local economy, promote business, and result in the creation of a substantial number of jobs in the COUNTY. 4 b. CORPORATION shall have delivered or cause to be delivered the following: (i) Copies of the boundary survey of the subject tract in addition to environmental reports showing the absence of any hazardous material located on the 32.197 acre tract; (ii) Copies of the drawings and specifications for the proposed manufacturing facility to be located on the 32.197 acre tract including landscape plans and specifications. Also a copy of the proposed construction schedule for the making of the improvements to the 32.197 acre tract. C. CORPORATION has heretofore received the following: (i) Evidence satisfactory to it that the 32.197 acre tract is zoned for the use contemplated by the proposed manufacturing facility; (ii) Evidence as to the availability of all utilities necessary for the construction operation of the proposed manufacturing facility on the 32.197 acre tract; (iii) Evidence satisfactory to CORPORATION to the availability of all permits, licenses, orders, decrees, or other agreements necessary to operate the proposed manufacturing facility on the 32.197 acre tract; (iv) Evidence satisfactory to CORPORATION that it W shall receive preliminary approval by local, state and federal agencies to the extent required and available, to construct the proposed manufacturing facility on the 32.197 acre tract. Section 3. REPRESENTATIONS AND WARRANTIES 3.01. In order to induce the COUNTY to enter into this Agreement and to transfer the 32.197 Industrial Park tract, Corporation represents and warrants to the County that: a. It is a corporation duly organized and existing and in good standing under the laws of the State of North Carolina and is qualified to do business in the State of North Carolina; b. It has the corporate power and authority to own its properties and assets and to carry on its business as now being conducted and has the corporate power and authority to execute and perform this Agreement; C. This Agreement: (i) is the valid and binding Agreement of CORPORATION, enforceable against CORPORATION in accordance with its terms; (ii) does not violate any provisions of applicable law or the order of any court or other agency of government binding on CORPORATION, the charter documents or bylaws of CORPORATION or any provisions of any indenture, agreement or other instrument to which CORPORATION is a party; and, 0 (iii) does not conflict with, result in a breach of or constitute an event of default, or an event which, with notice or lapse of time, or both, would constitute an event of default, under any indenture, agreement or other instrument to which CORPORATION is a party; d. The information set forth in the proposed manufacturing facility drawings and specifications including landscape plans and specifications as presented to the COUNTY, are true and correct and accurately reflect in general the design of the proposed manufacturing facility to be constructed by CORPORATION on the 32.197 acre tract within 2 years of the recording date of the Special Warranty Deed which conveys title to the real property to the CORPORATION; e. There is no suit, claim, action or litigation pending, or to the best of CORPORATION'S knowledge threatened, relating to the proposed acquisition by it of the 32.197 acre tract, the construction of the proposed manufacturing facility, or the operation of said manufacturing facility for its intended purpose; f. The 32.197 acre tract is properly zoned for the use contemplated by the improvements; g. All utilities necessary for the construction and operation of the proposed manufacturing facility are available at the 32.197 acre tract. 7 0 Section 4. COVENANTS AND AGREEMENTS OF CORPORATION 4.01 Improvements. The Local Development Act as contained in N.C. General Statutes §158 -7.1 and specifically under §158- 7.1(d) and (di) permits the transfer by the COUNTY of real property to CORPORATION and further provides that the consideration to be received by the COUNTY shall not be less than the fair market value of such real property as determined by the COUNTY. The Act provides that in arriving at the amount of consideration that it receives, the County may take into account prospective tax revenues from improvements to be constructed on the property coming to the COUNTY over the 10 year period following the conveyance. The COUNTY Board of Commissioners has made a determination that the fair market value of the 32.197 acre is $244,697.00. The CORPORATION covenants and agrees with the COUNTY that in consideration of the transfer of the 32.197 acre tract to it, CORPORATION shall construct on the 32.197 acre tract a furniture manufacturing facility with at least 250,000 square feet as shown on those drawing plans and specifications dated and identified as including landscape drawings and specifications, all of which have been submitted by the CORPORATION and approved by the COUNTY. CORPORATION further agrees that the construction of the proposed manufacturing facility is to be completed within two years of the recordation date of the Special Warranty Deed. Subject to the provisions of Section 4.02, the failure of CORPORATION to complete the manufacturing facility within the two year period shall 8 constitute a default hereunder, and the CORPORATION shall reconvey the 32.197 acre tract to the COUNTY pursuant to the provisions of N.C. General Statutes §158- 7.1(dl) as re- written in Senate Bill 708, ratified May 12, 1993. 4.02. Force- Maieure and Other Delay. a. Notwithstanding the provisions of Section 4.01, in the event CORPORATION is unable to complete the construction of the manufacturing facility within the two year period set forth in Section 4.01 as a result of an event of force majeure, including but not limited to fires, explosions, acts of God, acts of public enemy, insurrections, riots, embargoes, labor disputes, including strikes, lockouts, job actions or boycotts; inability to obtain the governmental permits or approvals necessary for the construction and operation of the manufacturing facility after a good faith effort to obtain the same has been made; shortages of materials or energy; changes in law; or other cause beyond the control of and arising without the fault or negligence of CORPORATION; then, in such event, the construction completion period shall be extended for a period equal to the delay caused by any of the foregoing events so long as CORPORATION shall have furnished the COUNTY promptly upon the occurrence of such event a notice thereof, and taken all steps reasonably necessary to relieve the effect of such event and to resume completion of the manufacturing facility. 4.03. Limitation on Sale. CORPORATION shall not sell, transfer or convey all or any part of the 32.197 acre tract or create or permit to exist any lien, mortgage or encumbrance on the 9 32.197 acre tract prior to the expiration of the two year facility construction deadline period or the actual facility construction completion date whichever shall first occur, except in connection with: a. The sale.or transfer of all the assets of CORPORATION to a person /entity which assumes and agrees to be bound by all of the obligations of CORPORATION under this Agreement; b. The transfer of the 32.197 acre tract to an Affiliate of CORPORATION which assumes and agrees to be bound by all of the obligations of CORPORATION under this Agreement subject to the approval of the COUNTY which approval will not be unreasonably withheld; c. Transfers of portions of the 32.197 acre tract to COUNTY; d. Grants of easements or rights of way for ingress or egress and utility lines and equipment in favor of the county, and municipalities or public utilities; e. Deeds of trust in favor of financial institutions, third parties or affiliates providing financing of the improvements, provided however, that affiliate financing of the Improvements shall have the written approval of the COUNTY which approval shall not be unreasonably withheld; f. Liens and rights of way which do not interfere with the use and development of the 32.197 acre tract; and, g. Permitted encumbrances. 4.04. In no event shall the transfer of any interest in the 32.197 acre tract to another person or entity within the 10 construction deadline period under Section 4.03, relieve CORPORATION from any of its obligations under this Agreement. Section 5. DEFAULT 5.01. Events of Default. The occurrence of any one or more of the following events for any reason whatsoever shall constitute an event of default under this Agreement whether such occurrence shall be voluntary or involuntary or shall come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body: a. The CORPORATION fails to fulfill the provisions of Section 4.01 or 4.03 hereof; b. The CORPORATION fails to observe and perform any other covenant or condition set forth in this Agreement or the Special Warranty Deed and such failure shall continue for a period sixty (60) or more days after the giving of written notice thereof to CORPORATION; c. The CORPORATION furnishes or has furnished to the COUNTY any material representation, warranty or other statement of fact contained herein or in any writing, certificate, report or statement furnished by CORPORATION to the COUNTY in connection with the transaction described herein, which is or was false or misleading in any material respect when given; d. The CORPORATION shall be unable to pay its debts generally as they become due; files a petition to take advantage of any insolvency statute; makes an assignment for the benefit of 11 creditors; commences a proceeding for the appointment of a receiver, trustee, liquidator or conservator of itself or of the whole or any substantial party of its property; files a petition or answer seeking reorganization or arrangement or similar relief under the federal.bankruptcy laws or any other applicable law or statute of the United States of America or any state; e. A court of competent jurisdiction shall enter an order, judgment, or decree appointing a custodian, receiver, trustee, liquidator, or conservator of CORPORATION or of the whole or any substantial part of its properties, or approve a petition filed against CORPORATION seeking reorganization or similar relief under the federal bankruptcy laws or any other applicable law or statute; or, f. A court of competent jurisdiction, under the provisions of any other law for the for the relief or aid of debtors, shall assume custody or control of CORPORATION or the whole or any substantial part of its properties. 5.02. Remedies. Should CORPORATION fail to construct its manufacturing facility pursuant to Section 4.0 then CORPORATION shall reconvey the 32.197 COUNTY. Upon the occurrence of any other described in Section 5.01, then COUNTY shall bring an action for specific performance of addition to any other remedies at law. 12 1 of this Agreement acre tract to the Events of Default have the option to this Agreement in Section 6. MISCELLANEOUS 6.01. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given on the date of actual delivery of mail, registered or certified mail, return receipt requested, postage prepaid, to the following respective addresses: To the COUNTY: Harnett County Attn: County Manager P.O. Box 759 102 E. Front St. Lillington, N.C. 27546 To the CORPORATION: This End Up Furniture Co., Inc. P.O. Box 30153 Raleigh, N.C. 27622 Either the COUNTY or CORPORATION may change the address to which all notices shall be sent by addressing a notice of such change in the manner provided in this article. 6.02. Binding Effect. This Agreement shall inure to the benefit of and is binding upon the COUNTY and CORPORATION and their respective successors and assigns. 6.03. Amendments. Changes and Modifications. Except as otherwise provided in this Agreement, this Agreement may not be amended, changed, modified or altered except by written agreement of the parties hereto. 6.04. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 13 �Cz 6.05. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one.such fully- executed counterpart. 6.06. Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of North Carolina. 6.07. Captions. The captions or headings used herein are for convenience only and in no way define, limit, or describe the scope or intent of any provision of this Agreement. The schedules and exhibits to this Agreement which are attached hereto are incorporated by reference. 6.08. Additional Actions. Each party hereto agrees to take (or cause others to take) such action and to execute and deliver (or cause others to execute and deliver) such other agreements, certificates or documents as may be reasonably necessary or desirable to carry out the provisions of this Agreement. 6.09. Merger Clause: Amendment: Successors. This Agreement and the exhibits and schedules attached hereto contain the final, complete and exclusive statement of the agreement between the parties with respect to the transactions contemplated herein and all prior written agreements and all prior and contemporaneous oral agreements with respect to the subject matter hereto are merged herein. 14 6 IN WITNESS WHEREOF, the COUNTY and CORPORATION have caused this Agreement to be executed in duplicate originals, in their respective names, by persons duly authorized, and has sealed the same on the day and year first above written. (SEAL) ATTEST: Vanessa W. Young Clerk of the Board (SEAL) ATTEST: HARNETT COUNTY By: By: 15 H.L. Sorrell, Jr. Chairman of Harnett County Board of Commissioners THIS END UP FURNITURE COMPANY, INC. James A. Wall Senior Vice President NORTH CAROLINA HARNETT COUNTY I, a Notary Public, in and for said County and State, do hereby certify that before me personally appeared Vanessa W. Young, Clerk to the HARNETT COUNTY BOARD OF COMMISSIONERS, personally appeared before me and certified that the foregoing instrument was executed in the name of HARNETT COUNTY by H.L. Sorrell, Jr., Chairman of the HARNETT COUNTY BOARD OF COMMISSIONERS, and that she, Vanessa W. Young, Clerk to the Board, did attest to said instrument; and that the execution of said instrument on behalf of HARNETT COUNTY was authorized by an appropriate resolution of the HARNETT COUNTY BOARD OF COMMISSIONERS. Witness my hand and notarial seal, this the day of November, 1993. My Commission Expires: 16 Notary Public NORTH CAROLINA COUNTY OF I, a Notary Public, in and for said County and State, do hereby certify that before me personally appeared James A. Wall, with whom I am personally acquainted, who being by me duly sworn, says that he is the Vice President and is the Secretary of THIS END UP FURNITURE COMPANY, INC., a corporation, and that the said President and Secretary subscribed their names to the foregoing instrument and the common seal of said corporation was affixed thereto, all by order of the Board of Directors of said corporation. Witness my hand and notarial seal, this the day of November, 1993. My Commission Expires: 17 Notary Public EXHIBIT "B" Prepared by and mail to: Dwight W. Snow, County Attorney, P.O. Box 397, Dunn, NC 28335 ' A Portion of Parcel ID No. 11- 0650 -0008 NORTH CAROLINA SPECIAL WARRANTY DEED THIS DEED, made this 1st day of November, 1993, by and between GRANTOR COUNTY OF HARNETT, a body politic and corporate 102 E. Front Street P. O. Box 759 Lillington, N.C. 27546 GRANTEE THIS END UP FURNITURE COMPANY, INC. a North Carolina Corporation P.O. Box 30153 Raleigh, N.C. 27622 The designation Grantor and Grantee as used herein shall include said parties, their heirs, successors, and assigns, and shall include singular, plural, masculine or feminine as required by context. W I T N E S S E T H: That the Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple, all that certain lot or parcel of land situated in the Lillington Township, Harnett County, North Carolina and more particularly described as follows: SEE EXHIBIT "A" As conditions of this conveyance the Grantee shall complete the following: (1) The Grantee shall construct a manufacturing facility on the above described tract with a minimum square footage of space of at least 250,000 square feet as shown on those drawing plans and specifications dated and identified as as submitted by the Grantee and approved by the Grantor. The construction of said manufacturing facility is to be completed within 2 years of the 01 recordation date of this special warranty deed. Upon the Grantee's failure to construct said manufacturing facility pursuant to said plans and specifications within said time deadline, the Grantee shall reconvey said real property to the Grantor pursuant to that Transfer Agreement Between Harnett County and This End Up Furniture Co., Inc., dated November 1, 1993 between the parties, and also pursuant to the provisions of N.C. Gen Stat. §158 -7.1 and specifically §158- 7.1(dl) as rewritten in Senate Bill 708, ratified May 12, 1993. (2) When the manufacturing facility is constructed on a portion of the above described property conveyed in this deed, the Grantee shall also construct, install and maintain an earthen landscaped berm on the eastern boundary of the above described tract which shall be adjacent to the planned public roadway leading from U.S. Highway 401 into the Harnett County Government Complex and Industrial Park property. The aforementioned berm's purpose is to develop a buffer /screen between the manufacturing facility of the Grantee and the government complex property on the eastern side of the roadway. The dimensions and landscape particulars of said berm shall be pursuant to the landscape drawings and specifications submitted by the Grantee and approved by the Grantor. The installation of the earthen landscaped berm shall not be required in those areas of the eastern boundary where existing trees and vegetation are located and are of sufficient size to act as a buffer /screen. This conveyance is further made and accepted, and the realty is granted, on and subject to the following covenants and restrictions. RESTRICTIVE COVENANTS 1. Neither Grantee or any entity claiming under Grantee shall use the above described property or any portion of such property, conveyed by this deed as a dumping ground for rubbish or waste materials. Trash, garbage, or any other industrial or manufacturing waste shall not be kept on the premises except in sanitary and /or suitable storage containers. All incinerators or other equipment for the storage or disposal of such material shall be kept in a clean and sanitary condition. 2. Grantee shall not use the above described property for any purpose that would result in the pollution of any waterway that flows through or adjacent to said property by refuse, sewage, or any other material that might tend to pollute the waters of any such stream or river or otherwise impair the ecological balance of the surrounding lands. 3. Grantee shall not store or stack raw materials (i.e. unprocessed lumber) on the outside of its manufacturing facility except in enclosed and covered containers or outbuildings. 2 4. Due to the nature of the Grantee's planned manufacturing process, the only external noise restrictions on the Grantee shall be those currently existing under Federal and State law and existing local ordinance and common law. However, any successor in title, assignee or lessee of the Grantee shall be subject to future noise restrictions or limitations properly established by the Grantor or other governmental authority. 5. The above listed Restrictive Covenants shall apply to and run with the conveyed land whereby said Restrictive Covenants shall be applicable to all future owners and occupants. The Grantor is specifically given the right to enforce these Restrictive Covenants through any proceedings, at law or in equity, against any person or entity violating or threatening to violate such restrictions, and to recover any damages suffered by the Grantor from any violation of such restrictions, including reasonable attorneys fees expended by the Grantor in the enforcement of said restrictions. This Deed is being given pursuant to the authority of N.C. General Statute. §158- 7.1(d) and (dl) as rewritten in Senate Bill 708, ratified May 12, 1993. At a regular meeting of the County Board of Commissioners held on November 1, 1993 a public hearing was held and subsequent thereto a resolution was adopted expressing the intention of the Board to execute a special warranty deed unto the Grantee herein conveying the aforesaid described lands as required by N.C. Gen. Stat. §158 - 7.1(d) and (dl); public notice of the public hearing and the Board's consideration of said proposed action and conveyance was given by publication in The Daily Record, The Harnett County News and the Harnett Leader newspapers on October 20, 1993. TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple. And the Grantor covenants with the Grantee, that Grantor has done nothing to impair such title as Grantor received, and Grantor will warrant and defend the title against the lawful claims of all persons claiming by, under or through Grantor, except for the exceptions hereinafter stated. Title to the property hereinabove described is subject to the following exceptions: a. General utility easements for phone and power purposes. b. Roadways and rights -of -way of record and those visible by inspection of the premises. C. Such facts as an environmental study on the subject property by an environmental engineer would reveal. d. Such facts as a survey on the subject property by a registered land surveyor would reveal. 3 IN WITNESS WHEREOF, the Grantor has caused this instrument to be signed in its name by its duly authorized officers pursuant to a resolution authorizing such act at the regular meeting of the Harnett County Board of Commissioners held November 1, 1993 and has caused the County's official seal to be hereunto affixed the day and year first above written. COUNTY OF HARNETT BY: (OFFICIAL SEAL) ATTEST: Vanessa W. Young, Clerk H. L. Sorrell, Jr., Chairman Board of Commissioners of Harnett County 4 (SEAL) NORTH CAROLINA COUNTY I, a Notary Public of the County and State aforesaid, certify that H. L. Sorrell, Jr. personally came before me this day who being by me duly sworn, deposes and says: that he is the Chairman of the Harnett County Board of Commissioners and Vanessa W. Young is the Clerk of said Board, that the seal affixed to the foregoing instrument is the official seal of Harnett County, that said instrument was signed by him, attested by said Clerk and the County's seal affixed thereto, all by authority of the Board of Commissioners of said County, and the said H. L. Sorrell, Jr. acknowledged said instrument to a the act and deed of Harnett County. Witness my hand and official stamp or seal, this day of November, 1993. Notary Publ My Commission Expires: The foregoing Certificate(s) of is /are certified to be correct. This instrument and this certificate are duly registered at the date and time and in the Book and Page shown on the first page hereof. BY: of Deeds. REGISTER OF DEEDS FOR COUNTY F7 Deputy /Assistant - Register c EXHIBIT "A" COMMENCING at a set p -k nail at the apparent centerline intersection of the centerline of U.S. Highway 401 and the centerline tract of Durham Southern Railroad 100 foot right of way, Harnett County, North Carolina, said commencing point also being Northwest 900 feet more or less from the intersection of U.S. Highway 401 and NCSR 1436; thence running with the centerline of said Railroad tract, South 02 degrees 04 minutes 22 seconds East, 1548.57 feet to a set rebar in the centerline of said track; thence leaving said centerline and running North 87 degrees 55 minutes 00 seconds East, 50.00 feet to a set rebar, the POINT OF BEGINNING; thence running a new line, North 87 degrees 55 minutes 00 seconds East, 850.00 feet to a set rebar; thence running a new line South 02 degrees 05 minutes 00 seconds East, 1650.00 feet to a set rebar; thence continuing to run a new line, South 87 degrees 55 minutes 00 seconds West, 850.00 feet to a set rebar on the Eastern right of way margin of aforesaid Railroad; thence running with said Eastern right of way margin, North 02 degrees 05 minutes 00 seconds West, 1650.00 feet to the POINT OF BEGINNING and containing 32.1970 acres, more or less as shown on that survey dated September 30, 1993 by Godwin - Jordan & Associates of Dunn, N.C. The above described tract is a portion of the 339.78 acre tract which was conveyed to Harnett County in that deed dated April 29, 1991 and recorded in Book 934, Page 664 Harnett County Registry. TOGETHER with a temporary 30 foot wide ingress- egress easement from U.S. Highway 401 through the property of the Grantor to the above described tract. This easement shall exist until such time that a permanent roadway has been established by the N.C. Board of Transportation and paved from U.S. Highway 401 into the planned Harnett County Government Complex and Industrial Park for use by Harnett County and the Grantee. Upon the completion of the first phase of said roadway, this temporary ingress- egress easement to the Grantee shall terminate. A more particular description of the temporary 30 foot wide ingress- egress easement is as follows: COMMENCING at a set p -k nail at the apparent centerline intersection of the centerline of U.S. Highway 401 and the centerline tract of Durham Southern Railroad, 100 foot right of way, Harnett County, North Carolina, said commencing point also being Northwest 900 feet more or less from the intersection of U.S. Highway 401 and NCSR 1436; thence running with the centerline of U.S. Highway 401, South 45 degrees 39 minutes 54 seconds East, 1897.39 feet to the POINT OF BEGINNING, a set p -k nail in the centerline of U.S. Highway 401, said p -k nail representing the centerline intersection of U.S. Highway 401 and a 30 foot wide (15 feet either side of center) temporary ingress- egress easement; thence running with the centerline of an existing cart path, South 45 degrees 25 minutes 13 seconds East, 553.79 feet to a point in the Eastern boundary of the tract which this easement serves, said point being, South 02 degrees 05 minutes 00 seconds East, 200.00 feet from a set rebar, the Northeast corner of the tract which this easement serves. M