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HomeMy WebLinkAboutAgenda 09-03-19 Item 8-j - Finalization of Property Exchange Between the County and Holloways 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: September 3, 2019 Action Agenda Item No. 8-j SUBJECT: Finalization of Property Exchange Between the County and Holloways DEPARTMENT: County Manager, Asset Management Services (AMS) ATTACHMENT(S): INFORMATION CONTACT: 1 — Agreement Travis Myren, Deputy County Manager, 2 — Recombination Plat 919-245-2308 3 — Resolution to Exchange Real Property Steve Arndt, AMS Director, 919-245- 2658 Alan Dorman, AMS Assistant Director, 919-245-2627 PURPOSE: To: 1) Authorize the County Manager to complete all required documentation and take necessary action to effect a land exchange between the County and the Holloway family related to the development of the County's Northern Campus, subject to final review by the County Attorney; and 2) Approve and authorize the Chair to sign the Resolution to Exchange Real Property. BACKGROUND: The County purchased three parcels of land in 2018 located on Highway 70 for the development of the Northern Campus. The Northern campus will consist of three new County facilities — the Detention Center, the Environmental and Agriculture Center, and the Parks Operations Base. Soon after the purchase of the parcels, the adjacent property owners, William and Donna Holloway approached the County about a proposal to exchange a portion of their land with the County. After an initial review it was determined that an exchange of land with the Holloways would benefit the County as it would provide better options for siting the three facilities on the property. The County negotiated an agreement with the Holloways (Attachment 1) that specified the eventual terms of the exchange, including the payment of $7,000 to the Holloways for the re- alignment of a fence along the new property line. The property to be exchanged is depicted on the re-combination plat (Attachment 2), and shown as tracts A, B, and C. The details of the exchange are as follows: The County will exchange the following: Tract A - A 1,827 square foot portion of property (approximate value of $763) located at 1010 US Highway 70, Hillsborough (PIN 9864397758). The property is approximately 2.0 acres prior to the exchange and approximately 3.022 acres after the exchange. 2 Tract C - A 129,632 square foot portion of property (approximate value of $24,052) located at the 520 Orange Heights Loop, Hillsborough (PIN 9864398253). The property is approximately 8.879 acres prior to the exchange and approximately 5.912 acres after the exchange. For the following portion of the Holloway Property Tract B - A 46,135 square foot portion of property (approximate value of $11,533) located at 1014 US Highway 70, Hillsborough (PIN 9864490515). The property is approximately 6.395 acres before the exchange and approximately 8.354 after the exchange The closing documents for the exchange were prepared and signed by the Holloways over the summer, and authorization by the Board is needed finalize the exchange. Public notice of the exchange of the proprieties was advertised in The Herald Sun on August 15, 2019. FINANCIAL IMPACT: The closing costs and other legal fees associated with the land exchange will total approximately $10,000. In addition, $7,000 will be paid by the County to the Holloways for the re-alignment of a fence associated with the land exchange. SOCIAL JUSTICE IMPACT: There is no Orange County Social Justice Goal impact associated with this item. ENVIRONMENTAL IMPACT: There is no Orange County Environmental Responsibility Goal impact associated with this item. RECOMMENDATION(S): The Manager recommends that the Board: 1) Authorize the County Manager to complete all required documentation and take necessary action to effect a land exchange between the County and the Holloway family related to the development of the County's Northern Campus, subject to final review by the County Attorney; and 2) Approve and authorize the Chair to sign the Resolution to Exchange Real Property. 3 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the "Agreement") is made and entered into as of the latest date executed (the "Effective Date") by and between WILLIAM ALLEN HOLLOWAY, and wife, DONNA R. HOLLOWAY (collectively,"Holloway")and ORANGE COUNTY,N.C.,("County"). WITNESSETH: WHEREAS, Holloway owns certain real property in Orange County containing approximately 6.4 acres having PIN 9864-49-0515 (the"Holloway Lot"); WHEREAS, County owns certain real property in Orange County containing approximately 8.89 acres having PIN 9864-39-8253 ("County Lot"); WHEREAS, Holloway desires to exchange, sell, and convey to County that certain portion of the Holloway Lot labeled"Land Swap Area 1"as generally shown on Exhibit A attached hereto("Tract I"); and WHEREAS, County desires to exchange, sell, and convey to Holloway that certain portion of the County Lot labeled"Land Swap Area 2"as generally shown on Exhibit A attached hereto("Tract 2"); and WHEREAS, the County desires to purchase a temporary construction and permanent sewer and utility easements over the Holloway Lot to provide utilities to the County Lot and specifically to facilitate the connection of the County's sanitary sewer line with the existing Gravity Sewer line located on a property adjacent to the Holloway Lot as generally shown on Exhibit A attached hereto (collectively the "Scwer Basement"); and WHEREAS, immediately following the exchange, Holloway agrees to remove certain fencing and allow the County to install access gates as generally shown on Exhibit A(the"Fence Realignment"),and WHEREAS,the County agrees to protect certain existing vegetation on the County Lot running along and with the existing driveway located on the Holloway Lot after closing as shown on Exhibit A (the "County Protected Vegetative Area");and WHEREAS, Holloway agrees to protect certain existing vegetation located along the southern border of Tract 2 after closing as shown on Exhibit A subject to the right to install fencing within the designated area in the future(the"Holloway Protected Vegetative Area") NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Holloway does hereby contract and agree to sell and convey, and the County does hereby agree to purchase, Tract 1 along with the Sewer Easement, and County does hereby contract and agree to sell and convey, and Holloway does hereby agree to purchase, Tract 2 all upon the terms and conditions hereinafter set forth: 1. Consideration; Closing. Holloway will convey Tract I and the Sewer Easement to the County in exchange for the conveyance of Tract 2 by the County to Holloway, As additional consideration hereunder, Holloway agrees to protect vegetation pursuant to the Holloway Protected Vegetative Area in exchange for the County's obligation to protect the County Protected Vegetative Area. Closing shall take place on or before the date (the"Closing Date") that is seven (7)days after the Town of Hillsborough rezones Tract I to a designation requested by the County and the time for appealing the rezoning decision has expired. The closing shall take place at the offices of County's counsel, or such other place that is mutually agreeable to the parties. Holloway shall deliver exclusive possession of Tract 1 to County at closing, and County shall �r 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 5 (vii) a partial release deed executed by Holloway's lender(s) releasing Tract 1 from all existing deeds of trust, if any; (viii) a settlement statement evidencing the flow of funds necessary to complete the transactions contemplated herein; and (ix) recordable covenant and agreement running with the land that Holloway, and/or its successors and assigns will not remove existing vegetation and trees from Holloway Protected Vegetative Area except for any necessary pruning and maintenance for so long as the County owns the County Lot. (b) At closing, County shall execute and deliver to Holloway the following: (i) 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. County hereby agrees that Exhibit A is sufficiently definite to describe the intent of the parties regarding the conveyances agreed upon herein; (ii) a special warranty deed on the most current North Carolina Bar Association form or its equivalent (the "Special Warranty Deed") conveying to Holloway fee simple, marketable, indefeasible, and insurable (at regular title insurance rates) title to Tract 2, free and clear of all liens, E� assessments, charges and encumbrances, except for existing encumbrances, easements and matters shown on recorded plats; (iii) a Non-Foreign Person affidavit; I (iv) a 1099 IRS Form containing reporting information; and (v) a partial release deed from the County's lender(s) releasing Tract 2 from all existing deeds of trust, if any; (vi) a settlement statement evidencing the flow of funds necessary to complete the transactions contemplated herein;and (vii) recordable covenant and agreement that County, and/or its successors and assigns will not remove existing vegetation and trees from the County Protected Vegetative Area except for any necessary pruning and maintenance for so long as Holloway owns the Holloway Lot. 4, Closing Costs and Prorations. Holloway shall pay for the revenue stamps on the deed for Tract 1. The revenue stamps for Tract 1 will be based on the per square foot of land value according to the Orange County tax records. County will prepare and pay for the preparation of the Sewer Easement, deeds for Tracts 1 and 2, and for the documentation of the Protected Vegetative Areas. Holloway shall pay for the cost associated with other documents to be delivered by Holloway to County, though no other dncrnnent is e cted Uy_the Cminty for this transaction, County shall pay for recording the deeds and the Sewer Easements. County shall pay the costs for preparation and recording of the Recombination Plat. Each party shall pay its own attorney fees and any other costs and expenses that it incurs hereunder. All City-County ad valorem taxes on the Tract 1 for the year in which the closing occurs will be based on the per square foot of E i 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 7 (e) There is no action, litigation,pending or threatened condemnation, or other proceeding of any kind pending against the Holloway which relates to or affects the Holloway Lot. (f) Holloway, on the Closing Date, will have complied with all of its obligations required to be performed by that date, unless such compliance has been waived in writing by County, and all warranties made hereunder shall be true and correct on the Closing Date. (g) To Holloway's best knowledge, there are no underground storage tanks of any type located on Tracts 1. (11) To Holloway's best knowledge,no portion of Tract l has been used to generate, manufacture, refine, transport, treat, store, handle or contain any hazardous, dangerous or toxic substance, as those terms are defined in all applicable environtnental laws, rules, regulations or ordinances of any federal, state or local government or agency,including, without limitation,toxic wastes or asbestos or products made from either, nor to the best of its knowledge, has it ever been used for a purpose that would generate hazardous substances that might have been discharged on or buried in Tract 1. Holloway hereby agrees that the truthfulness of each of said representations and warranties and of all other representations and warranties herein made is a condition precedent to the performance by County of its obligations hereunder, and all of said representations and warranties shall be deemed to be repeated at closing. In the event any of the conditions precedent to closing in this Agreement have not been satisfied or waived as of a closing date, or upon the breach by Holloway of any representation, warranty, condition or provision hereof, County may, prior to any closing date, terminate this Agreement and exercise any other rights it may have at law or equity, 8. Additional Property. County and Holloway understand that a utility provider may require County to relocate a utility line from the location shown on Exhibit A facilitate the utility connection contemplated herein. Holloway agrees to the relocation of the Sewer Easement across Tract 2 andlor the Holloway Lot if required by the utility provider. There is no plan or intention for the Sewer Easement to cross the current Holloway Dome site property situated north of Tract 2. 9. Broker's Commission. Each party represents and warrants to the other that it has contracted with no real estate broker with respect to the transaction contemplated by this Agreement. Each party agrees to indemnify and hold the other party harmless from any losses, claims or damages (including reasonable attor- neys'fees)incurred because of a breach of the representations in this Section 9. i 10. Survival. The terms, covenants, conditions, representations, warranties, and agreements of this Agreement shall survive the closings. it. Notices. All notice or election required or permitted to be given or served by any party hereto upon any other party shall be deemed given or served in accordance with the provisions of this Agreement, if said notice or election is directed to Holloway by delivering it personally to William Holloway or Donna Holloway or if said notice or election is directed to County, by delivering it personally to Jeff Thompson, or if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid, or sent by facsimile or overnight delivery service,properly addressed as follows: r 3 if to the County: Orange County 131 West Margaret Lane Suite 300 i Hillsborough,NC 27278 f Attn: Jeff Thompson Email; lethom son oran ecoun nc. ov i 8 if to Holloway; /o!II u.S• �a '3`% lTfG4'i bG�6ceJ5'l�- ✓��— ��� Email: Au,��na �d8�� t�.co� Each such mailed notice or communication shall be deemed to have been given to, or served upon,the party to which addressed on the date the same is deposited in the United States registered or certified mail, return receipt requested, postage prepaid, or for delivery by facsimile or with an overnight delivery service, properly addressed in the marmer above provided. Each such delivered notice or communication shall be deemed to have been given to, or served upon the party to whom delivered, upon the delivery thereof in the manner above provided. Any party hereto may change its address for the service of notice hereunder by delivering written notice of said change to the other party hereunder, in the manner above specified ten (10) days prior to the effective date of such change. In order to expedite the transaction contemplated herein, telecopied or electronic signatures may be used in place of original signatures on this Agreement or on other notices given under this Agreement. The panties agree to be bound by signatures on the telecopied or electronic documents, If telecopied or electronic signatures are delivered,the parties will each forward original counterparts to the other promptly after delivery of the telecopied signatures. 12. Captions. Section headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement,and are not to be considered in interpreting this Agreement. 13, Entire Agreement, Modification. This Agreement constitutes the entire and complete agreement between the parties hereto and supersedes any prior oral or written agreements between the parties with respect to the purchase,sale, and other terms contemplated by this Agreement. It is expressly agreed that there are no verbal understandings or agreements which in any way change the terms, covenants and conditions herein set forth, and that no modification of this Agreement and no waiver of any of its terms or conditions shall be effective unless made in writing and duly executed by the parties hereto. All parties to this Agreement actively participated in negotiating the terms and conditions hereof and no provision shall be construed either in favor of or against any party by virtue of such party being the drafter of this Agreement. 14, Bindi�fe.ct. All covenants, agreements,warranties and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators,personal representatives,successors and permitted assigns. Holloway acknowledges and agrees that Coble is a permitted assignee. 1s. Controlling Law. This Agreement has been made and entered into under the laws of the State of North Carolina and said laws shall govern the interpretation hereof 16. Construction of Terms. Where appropriate, any word denoting the singular shall be deemed to denote the plural, and vice versa. Where appropriate, any word denoting or referring to one gender shall be deemed to include the neuter or other gender as appropriate. 17. Remedies. In the event Holloway defaults under the terms hereof,County shall be entitled to any remedies at law or equity, including specific performance of this Agreement or termination of this Agreement. Prior to exercising any remedies, the party seeking to exercise its remedies shall give the other party written notice of default and 30 days in which to cure the default. i �� I 9 18. Computation of Time. Any time period provided for herein which shall end on a Saturday, Sunday or legal holiday shall extend to 5:00 pan. Eastern Time of the next full business day. In computing periods of time under this Agreement,the Effective Date shall not be counted. 19. Sewer Easement, The Sewer Easement conveyed to the County by Holloway includes appurtenant casements that expressly permit County, and or its successors and assigns, to cross those portions of the Holloway Lot and Tract 2 that are necessary for County to access, repair and maintain The sewer line and any other utility infrastructure necessary to access, install, service, and maintain utilities that will be located within Tracts 1 and 2. The parties understand and agree that the exact acreage, dir er si s, locations, and/or relocations of Tracts 1 and 2. �J 11 20. Fence Realignment. On or before the -30-'' day following Closing Date, Holloway will remove those certain portions of the fences on Lot I and the Holloway Lot as indicated on Exhibit A and the Recombination Plat, The County shall pay Holloway $7,000.00 after closing for Holloway's labor in connection with the Fence Realigrunent (the "Realignment Fee"). The Realignment Fee fee will be paid after closing within seven (7) business days following the County's confirmation that Holloway has removed the �. fence on Lot 1 in accordance with the terns of this Agreement. No Realignrent Fee shall be due Holloway whatsoever if the fences on Lot I are not removed by Holloway within ihe�-days following the Closing Dam ' County shall have the right to enter Lot 1 and the Holloway Lot and remove the fence and invoice Holloway � �/ for the cost of removal if Holloway does not comply with the requirement to remove the fence pursuant to this Section 20. County, at it sole cost and expense, shall have the right to install access gates to any fencing Holloway installs on Lot 1 for access to the Sewer Easement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date, HOLLOWAY: }' / Date signed: ! William Allen Holloway j Date signed: Donna R. 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NORTHCAROUNA ^.."° .xazrnn RES-2019-053 Attachment 3 12 ORANGE COUNTY RESOLUTION TO EXCHANGE REAL PROPERTY NORTH CAROLINA WHEREAS, Orange County is the owner of that certain parcel of land situated adjacent to 1010 US Highway 70 having PIN 9864397758 and an approximate value of$36,400; and WHEREAS, Orange County is the owner of that certain parcel of land situated adjacent to 520 Orange Heights Loop having PIN 9864398253 and an approximate value of $72,000; and WHEREAS, William and Donna Holloway are the owner of that certain parcel of land situated at 1014 US Highway 70 having PIN 9864490515 and an approximate value of $70,300; and WHEREAS, the parties desire to exchange said parcels as follows: A 1,827 square foot portion (approximate value $763) of the County Parcel situated at 1010 US Highway 70, Hillsborough, NC and having PIN 9864397758 being approximately 1.6 acres prior to the exchange and approximately 3.022 acres after the exchange. A 129,632 square foot portion (approximate value $24,052) of the County Parcel located at the 520 Orange Heights Loop, Hillsborough, NC and having PIN 9864398253, being approximately 8.879 acres prior to the exchange and approximately 5.912 acres after the exchange. to be exchanged for A 46,135 square foot portion (approximate value $11,533) of the William and Donna Holloway property located at 1014 US Highway 70, Hillsborough, NC and having PIN 9864490515, being approximately 6.395 before the exchange and approximately 8.354 after the exchange. WHEREAS, the exchange is to be an even trade with other consideration being all due diligence and transfer costs and fess pay by Orange County as well as $7,000 paid to the Holloways for the re-alignment of a fence; and, WHEREAS, the County has properly advertised by Public Notice its intent to exchange said real property, and has complied with all statutory requirements to accomplish the same. NOW THEREFORE, BE IT RESOLVED, the properties are exchanged as shown above and the Chair is authorized to execute any and all documents and take whatever action is necessary to accomplish the purpose of this Resolution ADOPTED on this 3rd day of September, 2019. Penny Rich, Chair ATTEST: Donna Baker, Clerk to the Board