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Agenda 06-17-2025; 8-m - Amendment to the Purchase and Sale Agreement for the Property for the Crisis Diversion Facility
1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: June 17, 2025 Action Agenda Item No. 8-m SUBJECT: Amendment to the Purchase and Sale Agreement for the Property for the Crisis Diversion Facility DEPARTMENT: Asset Management Services (AMS) ATTACHMENT(S): INFORMATION CONTACT: First Amendment to Purchase and Sale Alan Dorman, AMS Director, 919-619- Contract and Post-Closing Agreement 8859 PURPOSE: To approve an amendment to the Purchase and Sale Agreement to purchase property for the Crisis Diversion Facility and authorize the County Manager to sign the amendment, upon final review by the County Attorney. BACKGROUND: At its Business meeting on April 15, 2025, the Board of Commissioners approved a purchase and sale agreement with Capkov Ventures, Inc. to purchase a 5-acre property for the Crisis Diverion Facility for $1,350,000. As part of that agreement, it was anticipated that the easements and declarations would be drafted and brought before the Board for approval before closing on the property on June 30, 2025. However, as the County continued to work with the design team, it was determined that the final easements would not be ready to record by that date. The exact location of the utilities and stormwater features will not be known until after construction. The proposed amendment to the Purchase and Sale Agreement, which the County Manager would sign during the closing process, requires that both parties agree in the future to grant each party easements, declarations, and other items necessary for the construction and maintenance of the facility. All easements and related documents would be presented to the Board for their approval before recorded with the Register of Deeds. FINANCIAL IMPACT: There is no direct financial impact as the Board previously approved funds to purchase the property, and there are no changes to the terms of the Purchase and Sale agreement included in the amendment that would increase the County's cost for purchase. ALIGNMENT WITH STRATEGIC PLAN: This item supports: • GOAL 2: HEALTHY COMMUNITY OBJECTIVE 1. Improve harm reduction, prevention, and support services for adults and children experiencing behavioral health issues, substance use disorder, and intellectual or developmental disability. 2 • OBJECTIVE 4. Reduce impacts and barriers for justice-involved children and adults through deflection, diversion, therapeutic interventions, and re-entry support, including housing. RECOMMENDATION(S): The Manager recommends that the Board approve an amendment to the Purchase and Sale Agreement to purchase property for the Crisis Diversion Facility and authorize the County Manager to sign the amendment, upon final review by the County Attorney. 3 FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT AND POST-CLOSING AGREEMENT This First Amendment to Purchase and Sale Contract and Post-Closing Agreement (the "Agreement") is made and entered into as of June, 2025 (the "Effective Date") by and among CAPKOV VENTURES, INC. a North Carolina Corporation company ("Seller") and ORANGE COUNTY NORTH CAROLINA("Buyer"). "Seller"and"Buyer"are collectively referred to herein as the "Parties", and each individually as a"Party". BACKGROUND 1. Seller entered into a Purchase and Sale Contract with Buyer with an Effective Date of April 25, 2025 (the "Contract") for the purchase of certain property now shown as 5.02 acres, more or less on a preliminary map survey prepared by Timmons Group and entitled"Recombination Survey prepared for Capkov Ventures, Inc." and attached as Exhibit "B", and incorporated herein by reference (the "Recombination Plat")and also hereinafter referred to as(the"Buyer's Parcel or Buyer's Lot"). The Recombination Plat also shows New Lot 1 containing 1.81 acres,more or less and new Lot 3 containing 9.61 acres,more or less. New Lot 1 and New Lot 3 are (the "Seller's Parcels or Seller's Lots"); 2. Section 6.2 of the Contract and Section 6.3 of the Contract provides for a "Declaration" and "Easements" to be negotiated, agreed upon and recorded on or prior to Closing. The Parties want to close on June 30, 2025. The Declaration and Easements cannot be finalized and recorded until such time as the Town of Hillsborough has approved Buyer's site plan drawings. Buyer has submitted to the Town of Hillsborough a site plan entitled "Site Plan Review Drawings for the Orange County Crisis Diversion Facility" dated 5-5-2025 and attached as Exhibit "A" and incorporated herein by reference (hereinafter"Plan Set"). Final approval of the Plan Set will not occur on or before June 30, 2025. 3. The Parties mutually desire to negotiate and agree on the substantive terms to the Declaration and Easements required by the Parties for proper use and enjoyment of their respective Parcels on or before June 30, 2025, and mutually understand and agree that final revisions to the Declaration and Easements will be based on final Plan Set approval from the Town of Hillsborough. By way of example, all final locations for Easements must be based on the final Plan Set approval. The Parties all understand and agree that the Declaration and Easements will be recorded after Closing. 4. Subject to the terms and conditions of this Agreement as set forth below, the Parties have agreed to Close on June 30, 2025. NOW, THEREFORE, in consideration of the premises, which shall be considered additional material terms to this Agreement,promises and mutual covenants herein,and for other good and valuable consideration,the receipt and legal sufficiency of which are hereby acknowledged,the Parties do hereby agree as follows: 1. SEWER EASEMENT. The Seller will execute a sewer easement in favor of the Buyer and the Town of Hillsborough ("the Town") connecting public sewer to the existing sewer main line running from Waterstone Drive and connecting with what is referred to by the Town of Hillsborough as 4 the Woodsedge Front Pump Station. The Easement area to be conveyed is shown as "25' Town of Hillsborough Sanitary Sewer Easement" (see Plan Set Sheet C4.0 of Exhibit A). (See also attached Exhibit C,Town of Hillsborough Sewer Easement form to be finalized and approved by Buyer and Town post-Closing.) 2. STORMWATER EASEMENTS. a. Permanent Underground Stormwater Detention Facility. The Declaration (with easements)will provide stormwater drainage easements in favor of the Seller to run stormwater drainage piping from New Lot 1 to the permanent underground detention facility under the private road just south of New Lot 1 (see Plan Set Sheet C.2.1, Exhibit A). The easement will stipulate access, and potential construction or demolition as necessary for the construction of piping to the curb inlets and/or the pipes connecting the curb inlets to the underground structure, and/or the underground structure itself. The easement will provide for perpetual maintenance, repair and replacement of any piping or facilities constructed by Seller and will limit the impervious surface area on New Lot 1 that is supported by or otherwise flows into the underground detention facility to an amount not to exceed 1.59 acres. It is understood and agreed that the underground detention facility is only designed to accommodate 1.59 acres of impervious surface coverage from New Lot 1. The general description of the easement location will be: starting where the eastbound private road leaves the public right-of-way of the southbound entrance road, running 320' east. The Seller will hold the Buyer harmless from any liability related to Seller's construction of improvements necessary to utilize the permanent underground stormwater detention facility and Seller will be legally responsible to restore any damage the original condition of Buyer's facilities. The cost for repair and maintenance of the permanent underground detention facility shall be shared between the owners of New Lot 1 and Buyer's Parcel pro rata based on the square footage of impervious surface located on the respective parcels. The owner of New Lot 1 shall not be required to share in the repair and maintenance of the permanent underground detention facility until it receives a certificate of occupancy or certificate of completion for any structure located on New Lot I from the relevant governmental authority. Notwithstanding the foregoing, the Owner of New Lot 1 will exclusively maintain and repair any and all piping constructed by the Seller conveying stormwater from new Lot 1 to the permanent underground detention facility, and the owner of the Buyer's Parcel will exclusively maintain and repair any and all piping conveying stormwater from Buyer's Parcel to the permanent underground detention facility it constructs. b. Sediment Basin No. 1 (SBI) Temporary Erosion Control. The Declaration (with easements)will provide a temporary stormwater drainage easement in favor of the Seller to access SB 1 for the development of New Lot 1 (see Plan Set Sheet C2.1 of Exhibit A), and allow any and all necessary demolition and construction activities to make stormwater connection to SB 1. The easement will provide for perpetual maintenance,repair and replacement of any piping or facilities constructed by Seller for only so long as the temporary stormwater facility is in use during the construction on New Lot 1. Provided,however„if it is not technically feasible for Seller to connect to the permanent underground detention facility referenced in Section 2.a. above due to grade changes or other engineering impediments, Seller, shall have the right to convert SBI, to permanent stormwater detention facility. Should it be necessary for the Seller to convert SB 1 to a permanent facility, Seller shall bear costs of construction, operation, maintenance and repair to convert SB 1 to a permanent stormwater detention facility. The Seller will hold the Buyer harmless from any liability related to Seller's construction and operation of improvements necessary to utilize SB 1 as a permanent facility and Seller will be legally 2 4918-0066-5674,v.2 5 responsible to restore any damage the original condition of Buyer's facilities. The cost for repair and maintenance of the temporary stormwater drainage facility shall be shared between the owners of New Lot 1 and Buyer's Parcel pro rata based on the square footage of impervious surface located on, or to be located on, the respective parcels unless or until Buyer is no longer utilizing the temporary stormwater drainage facility. Except as provided in the following language of this Section 2.b., the owner of New Lot 1 shall not be required to share in the repair and maintenance of the temporary stormwater drainage facility until construction begins on New Lot 1 after receipt of all necessary permits from the relevant governmental agencies. The owner of Buyer's Parcel shall have no obligation to contribute to the cost of maintenance,construction,or repair of the temporary stormwater drainage facility after Buyer's Parcel is no longer utilizing the temporary stormwater drainage facility.Provided,however,Buyer will provide Seller notice before it removes the temporary facility and returns it to a natural state when it converts the stormwater system to the permanent detention basins. Within fifteen(15) days of receipt of such notice, Seller may elect to assume sole and exclusive responsibility for the operation, maintenance and removal of the temporary stormwater drainage facility as well as returning it to its natural state if, and only if, (i) Seller's assumption of the operation and maintenance of the temporary stormwater drainage facility does not delay or inhibit the use of Buyer's facilities or the issuance of any certificate of occupancy or other governmental permit necessary to formally close out Buyer's construction project,and(ii)Seller presents Buyer with an acceptable permanent easement providing for Buyer's use of the temporary stormwater drainage facility. Seller shall bear all costs and expenses associated with assuming the temporary stormwater drainage facility, including, but not limited to amending Buyer's permits and plan applications to reflect Seller's continued use of the stormwater facility and recording the necessary easement. The Owner of New Lot 1 will exclusively maintain and repair any and all piping conveying stormwater from new Lot 1 to the temporary stormwater drainage facility that it constructs, and the owner of the Buyer's Parcel will exclusively maintain and repair any and all piping conveying stormwater from Buyer's Parcel to the temporary stormwater drainage facility it constructs. 3. CROSS-ACCESS EASMENT. The Declaration (with easements) will provide for a non- exclusive cross-access easement,for ingress,egress,regress and utilities in favor of Seller to access New Lot 1 (see Plan Set Sheet C3.0 of Exhibit A). The cross-access easement will serve both the County's building and the future building on Seller's New Lot 1. For purposes of further clarity, the description of the cross-easement road should be: starting where the eastbound private road intersects with the public right-of-way of the southbound entrance road, running 320' east, more or less, to where the road turns southbound towards the County's building. The cross-access easement shall provide access for all potential users of Buyer and Seller. Except as provided herein below, Buyer shall maintain and repair the asphalt improved cross-access easement road in good repair,but in the event, Buyer fails to maintain the road to reasonable commercial standards, Seller shall have the right to maintain the road at Seller's expense (e.g. snow plowing). The area within the cross-access easement maybe used as a construction entrance for the development of New Lot 1 if necessary, however, Seller shall (i) keep the cross-access easement open for Buyer's use at all times, (ii) keep the cross-access easement area clean and free of debris during all periods of construction, and (iii) repair and restore the cross-access easement area to the same condition is was in prior to the start of Seller's construction at its sole cost and expense. Except as provided in the preceding sentence, the cost for repair and maintenance of the area within the cross- access easement will be shared between the owners of New Lot 1 and Buyer's Parcel pro rata based on the square footage of the buildings located on the respective parcels. Except for the obligations of the owner of New Lot 1 related to use of the cross-access easement area during construction on New Lot 1, the owner of New Lot 1 shall not be required to share in the maintenance of the cross-access easement 3 4918-0066-5674,v.2 6 area until it receives a certificate of occupancy or certificate of completion for any structure located on New Lot 1 from the relevant governmental authority. 4. ENTRANCE SIGNAGE EASEMENT. The Declaration (with easements) will provide entrance sign easement to be located at the northeastern and the northwestern corners of the entrance road off of Waterstone Drive (See Plan Set Sheet C3.0, Exhibit A). The easement for the entrance sign will identify the uses on Buyer's Parcel and New Lot 1, with Buyer's use identified in the primary or first position on any such sign with Buyer's Parcel and New Lot 1 sharing equal size on the sign. The easement will include provisions for the construction, maintenance, repair and perpetual landscape maintenance. If the easement is on the east side of the entrance (New Lot 1)it will be the Seller granting the easement. If the sign ends up on the west side of the entrance (Buyer's Parcel - Lot 2)then it will be the Buyer granting the easement. The cost of any entrance sign, maintenance, repair and the landscape maintenance thereof will be shared equally by the Buyer and Seller. 5. OTHER DECLARATION PROVISIONS. a. LANDSCAPE MAINTENANCE. The Declaration shall provide that the Parties will maintain landscaping on New Lot 1,New Lot 3 and Buyer's Parcel to a reasonable and customary standard. Landscape maintenance shall include and not be limited to bi-annual fertilization, annual aeration, annual re-seeding, maintaining the turf at three (3) inches or below, annual leaf blowing and pruning and replacing trees and shrubbery as necessary. b. PERMITTED USES. The permitted uses for the Waterstone South Conditional Use Permit for New Lot 1,New Lot 3, and Buyer's parcel are limited to Hospital, Medical Outpatient Services, Medical Office, General Office, Restaurant, and Child Care Facilities. In addition, the uses shown on the exhibit attached as Exhibit"E" and incorporated herein by reference shall be prohibited on New Lot 1 and New Lot 3 6. MISCELLANEOUS AND MODIFIED CONTRACT PROVISIONS. a. Seller will deliver Buyer a draft of the Declaration no later than July 15, 2025, or within five (5) days after the Town of Hillsborough approves the Plan Set, if approval of the Plan Set is granted prior to July 15,2025. Seller will deliver Buyer a draft of the Easements (which may be included within the Declaration) no later than July 15, 2025, or within five (5) days after the Town of Hillsborough approves the Plan Set, if approval of the Plan Set is granted prior to July 15, 2025..Notwithstanding the foregoing,Buyer and Seller will continue to work towards having a preliminary draft of the Declaration with Easements negotiated prior to Closing on June 30, 2025, if feasible. b. Seller will pay $250,000.00 to the Town of Hillsborough at Closing in accordance with the Conditions of Approval to the Conditional Zoning Permit for Waterstone South. (See attached Exhibit D, a copy of Conditions of Approval for Waterstone South, Section VII(f)). Seller authorizes the payment to be deducted from the Seller sale proceeds and authorizes Buyer's closing attorney to directly disburse $250,000.00 to the Town of Hillsborough. 4 4918-0066-5674,v.2 7 C. Buyer and Seller agree to draft and execute temporary construction easements necessary to facilitate Buyer's construction of the improvements on the final Town approved Plan Set and for other potential future construction on Seller's New Lot 1. d. Buyer will provide Seller with an updated Plan Set by June 16, 2025 following Buyer's receipt of comments on the first submittal to the Town. Seller shall approve or disapprove the updated Plan Set no later than June 19, 2025. Seller shall continue to have the opportunity to review Plan Set comments from the Town of Hillsborough and all resubmitted Plan Sets to the Town of Hillsborough. Buyer will use good faith efforts to work with the Seller to resolve any concerns about comments from the Town or resubmitted Plan Set. e. The Parties agree that to the extent there are terms and conditions in this Agreement that modify terms in the Contract, that the terms and conditions of this Agreement shall control and be construed as amending the Contract. By way of example, but not limitation, Section 7.4 (e) provided that "Seller shall cause the Declaration and Easements to be recorded at or prior to Closing". This Agreement amends that provision of the Contract. £ Except to the extent this Agreement modifies the Contract, the parties hereby affirm the terms and conditions of the Contract. g. This Agreement may be signed in multiple originals or counterparts, all of which taken together constitute one and the same instrument. This Agreement may be signed and delivered by one or more of the Parties by electronic means. IN WITNESS WHEREOF, the Parties have signed this First Amendment to Purchase and Sale Agreement and Post-Closing Agreement under seal to be effective as of the day and year first above written. SELLER: PURCHASER: Capkov Ventures, Inc. Orange County,North Carolina By: By: Name: Name: Title: Title: 5 4918-0066-5674,v.2 8 Exhibit A z w — - a ---------------- ------------------------- ------------------- 0 ---- — / 4ty y C �I m——————— M, VIP 9F, � a � gig 11 ill INH lags 4; 3 ! ��1 g � _ ! � a a =£ " i ay R $ #�9 g a6 �e s11 1 11 PH 1 11 Mg Ell N `� 111, ° � 9mIO ,sJ€ ma 11.15P jig " a a q$ A ¢g $}yg d aeSg( Q gyp§ pj ° 11a - U 1a 3 � 9 ggq$R k R A".46 3!£ SG® 9f FP s HAN h � A €Fyf g�g a @® gg O, Oy,$�FR •.t: a s c(� g�i�� 9 MJP'e'N,aIYr.A1 I� I t 1 ffi Ji#_. f' 9 , yr f' :R :a �e § � Q❑ � b� m���R�$ $ $�a a��"s�"&g�'�e_�=�€���� $`� ¢� $E�sV� gE> ;=�gA 1�'?'g6F £ p I IM 11139 ��N3L3��R° sg�� ��'s�� x� g 2-12 3 $ R. i<^ C3 �5� '6ERR M pig gm i6a6 § s Ia $ jigW111s� ill LT i 1s SFr oq 4 10 ----- -—-- - ---- —- � - � � f IRS _ 191 s €g6 H! pi • -WE £` Rge. spR sat 9' 9 €E2g0gsF. €m ;D €a ¢ as �ffag` €sp 9 � s ,o � € � 9zm :m �a €gds X211-11 ��. ° IM H OVERALL UTILITY PIAN pHi 19gapF� � •€ geE Ym isq [BsR�m A � ' �a3 A o o^< Z 02 oA� g g z s� Rerombinabon P/ar Cer WI-o RerNw Of ca ,cion S,y�s/ Site Data Table 1. Prepared for cook-Ventures,Ino Okl LotA=93,7105F/2.15AC lherebywe fy ar Nisrecombinatlonpitr,ppmvedforrecordingbythe Town Sle—fNarlh Caof—,C—u ,fOrange 2. This propody&,I,Zone X,nor a special flood hazard area per FIRM Old LotB=193,932 SF/4.45AC of Hillsbomegh.The final date PorrewNing this map with the/'agister of 37109873oQ1,Pane19873,erecdm dale February 022007 Glp LotC=173,348SF7398AC 1, ,rev/ewoMoerofd,e Townof Hflhbomugh,Wake 3. Horizonlalconhwfsbasedon NCSMte GWNAD'W(2011)as Old Lot0=174,820SF/401AC deeds is ,20 County,North Carolina certify Mal Memapwplallowhich M(."rca5on/s determieedby GPS. G L&E=40,262SF/0.92AC v h,9jggs afirM meeR all staturory lowlrequlremenis rorrewNab'on. 4. Not allimprovemenrsro Mis propeM nave been shown. Old LWF=3s.s87SF/0.92AC TONS 5. Area compulal/on is by Me—'j-,,meerotl TOTAL m 715,358SF/18.43 AC Town Clerk,T—a{Hillsborough 6. Names o/adjoining ownere sMwn,basedon publicremrd,tax records R 222 ReA w Officer,Town ofHlllsborough and/ordeetls,es o/rhe original dare o/Mis plat New Lot 1=78,959 SF/1.81 AC M/s dayof ,20 7 This survey was complehm wl t boner(ofa fide search,norall New Loll=218,447 SF/501 AC O Mu day of ,20 encumbrances and easements m.ybesbewn. New Lol3=419.453SFl9.61 AC B. Property shown hereon is subjectroall dghtsro)--way,easements and TOTAL m715,858 SFl 1&4.f AC SITE NGS MON B-n000 in mafi 2 EXHIBIT B s. eounda yinro mono is ba,din cedyneeedaa dmava orre o% DAVIDSON andrnpart,byan acluaIrald—b(his mm. o z Wedands ware norinvesdgalednwnoted on Mis site. E o 0 qB i WATERST wmnly map-Nat ro scale m m saw o ® =„3 A,_r R/W IV V (P112PG 114) 361.13' L3 N83°43'11"E — OLDLOTA Cy L2 L4 owner ceriseas,n og� "' CAPKOV VENTURES INC L1r^ _ /(we)—by ceNN Mariam(we are)Me owners)&Me propenyshown and r — P/N.'9873422375 — — �' M eesoribed Herein.ane rnari(we)borebyadovred mrsvlar wim my rood ree DB 6718 PG 1700 ® b W wnsenL and dadicale andgnrsocway so-eers,,Heys,walks,aasamanLs,perks, Ta P 122 PG 71 — 0 NEW LOT L/NE 2;b arm odrero ro blk to use as oared _ q^E 1281.81' (y N6'1933"W �^- pen spaces Pu orvriva _ N85°232 r 2 Tf3.64' o LINE�- — — BE ABANDONED New Lotf O W rn 555"35'24"E 78,959 SF/1.81 AC 3 0 W 2 2 (P-e,Name) Gare 6513' OLDLOTB CNi NEWLOTLINE — U (TIE) CAPKOV VENTURES INC W N10°05'46"E to 2 PIN:9873425271 n 34.28' y m (Sgnature) Gate DB 6653 PG 1382 — — — 32215' h mC N P1PG3 C9 NEW NELOi LINE — — — — — — — — — S83WW wm E N87°0535"E 1264.67— o y g O g D— 6 ® Q (rma) w LINE TO BE ABANDONED CURVES 2-3 ARE 2?D o OLD LOTC NEWLOTL/NES w New Lot 3 CAPKOV VENTURES INC 2Zy m P/N:9873425076 A—:418,453SF/9.61AC W 3 CRABTREE GLENN LLC Nom y Z)vmi OB 6728 PG 908 2 New Lot 2 1— m P/N:9873524098 Pubnc,do herebyzemNear d P 1 PG3 ° — — Area:218,447SF/501 — — — �— 3 0— $ OB 6009 PG 565 • 1 — — — — — — N87°05'36"E 1248.78' 2 cersorralbapcearee bora(,me Mis day armacknowxwgee me due execurn 66 LINE TO BEABANDONED v w Rr' ofine roregoiW mel-1.. OLD LOT D °j Z • CAPKOV VENTURES INC 2 wmese mynandendseal mis daydf zazs • • zi P/N:9873415972 OB 6728 PG 908 587"2057"W 21738' • ^' Pi PG3 S87°49'05'W 206:21' LINE TO BE ABANDONED�p • LINE TO BEAB DONED 587°20'17'W — No.,Public My bpmmissfon expires • S87°15'55'W 598.15' — 186.66' ®� OLD LOT F m CAPKOV VENTURES INC � �X w OLD LOT E PIN.,9873510737 A DB 6822 PG 2314 p CAPKOV 1d \ °'STEPHENS ROGER DALE 3 P 36 PG 51 UNIVERSITY OF NORTH CAROLINA HOSPITALS AT I�^ VENTURES INC ^ W PIN:9873418757 �O N P/N:9873416716 \ DB 4444 PG 274 M o \\ on f. I OB 6726 PG 231 s� P36 PG 51 p o Q PIN:9873320287 m P36 PG 143 M 2 surae cannxard. OVERMANWORTHASR a 2 iPau/N rPcs,Hereby M p/e/was dawn y OB 4832 PG 301 OVERMAN DEANNA W © \ y S86°00'24"W a a O 2 58554'19"W 211.18'(TIEI suee."isiond nacroai 6�1nder v verxismn.sdes�,;;eed P108PG152 nmi DB 664 12713 / \ 216.71' S1°5157"E ind anemaos olaco� reancedsources;mar mepasrdonai 08664 PG 551 S85°59'58W o _—___ —__ o (TIE) accuacyaca�cwaredro eegaad�nan rM9'2-sem(d sa),marina I —_— --—— — bpp maees mors yadaashnA k prorredmar,inimarina _ — _ 49.70' I y P36PG 143 132.95'� — � olrecvM,'Iharlhis pwasprepam - wrlhGS.47-30 as Z _ — — — amannen: — S1°00,19 E WORTH ST "W 50'PftIVATERhy —ft— S85'59'58 is olanofherceregory,sins Wnafion a! 73.05 (TIE) (P12a PG1o) existigparce/s,acourrorderedsu yordMb°rorexemprronm fl (TIE) rhe der man olsurmlvmmn L�r _ LINE TABLE CURVE TABLE Mp25 o v alsq a!,/n:anamberanndayn! LINE BEARING LENGTH CURVE RADIUS LENGTH TANGENT DELTA CHORD BEARING CHORD L1 N83°43'11'E 111.84' C1 1747.50' 766.74' 389.64' 25°08'21" S83°42'38"E 760.60' amNeri,Ak'Pcsn%tsczx L2 N83°43'11'E 79.64 C2 266.50' 76.38' 38.46' 16°25'19" S1°53'07"W 76.17 L3 Si'47'13"W 41.50' C3 183.50' 35.05' 17.58' 10"56'33" S89°05'49"W 34.99' s L4 S4°24'22"W 19.73' O Legend Deed Una O IPF-Iron Pipe Found ma9bex Recombination Survey — — Uf Nor Surveyed Q IRF-Imo Rod Fourm Lighr Pole Prepared for —X--Fence Q MON-Mo,,—Found @ RoofDmin Capkov Ventures,INC Gvemead Power Line 0 (re„Rod Set < Gy P/Ns:9873422375,9873425271,9873425076,9873415972, ---oau---Ovedwad UtiliNLine Ul Elechic Box D cpmpuledPoim 9873416716,98 735 10 73 7 (^yyyyyy :;: Edge ofT Line W."RI Rl—ftyLine m Telephone Peoc-, Edge ofPavemenr 4 sign 0- Wgot WATERSnDR,HILLSBOROUGH,North Carolina q'. - -------------Edge orUnpevadarea Gas meter ® Gas Tank Hillsborough Township 01,19,Count, Scale 1"=100' Date: 5/15/2025 ----------Edge of Greve/ ® Water Meter Fire Hytlmnr Sheet 1 of 1 ].No.:70198 �' ftoed Stype P � 8 co... A` Power Pole Drawn a PN Check BY: PN _ —RoofOv M.W Damge S ® ahvcMre 0' $0' 100' 200' 12 EXHIBIT C IPrepared by and return to: Wayne R. Hadler,Esq. 1829 E. Franklin Street, Ste. 800B Chapel Hill,NC 27514 NORTH CAROLINA DEED OF EASEMENT ORANGE COUNTY This DEED OF EASEMENT (the "Easement") is made this day of , 2025,by and between CAPKOV VENTURES, INC., a North Carolina corporation, its successors and assigns ("Grantor"), and the TOWN OF HILLSBOROUGH, a North Carolina municipal corporation("Town"). A. Grantor is the owner in fee simple of certain real property described in that General Warranty Deed recorded at Book 6728, Page 908, Orange County Register of Deeds (the "Property"): B. Grantor is the developer of the Orange County Crisis Diversion Center in the Town of Hillsborough, Orange County, North Carolina, which is adjacent to the Property (the "Subdivision"). C. Grantor hereby grants an easement to the Town for potable water and sanitary sewer purposes (the "Easement"), and the Town has agreed to accept such Easement in satisfaction of such conditions upon the terms and conditions contained herein. NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, and in further consideration of the mutual covenants, terms, conditions, and restrictions hereinafter set forth, Grantor has bargained and sold, and hereby sells,grants and conveys to the Town,its successors and assigns forever,the Easement of the nature and to the extent hereinafter set forth. The Town shall have the right to enter onto the Easement Areas as defined below to carry out all the other rights that it has pursuant to this easement. The plural in this instrument includes the singular and vice versa, unless the context otherwise requires. The "Easement Area" are shown as "25' Town of Hillsborough Sanitary Sewer Easement" on that Plat recorded in Plat Book Pages , inclusive, Orange County Register of Deeds.The Town shall have the right to construct,maintain,inspect,alter,and replace, as it deems appropriate, one or more lines of pipe, laterals, services, cleanouts, mains, manholes, valves, vaults, appurtenances in, over, under, and through the Easement Areas for the purpose of transmitting potable water or sewage.No one may create or construct in,on,over,under,or through the Easement Areas any structures, fill, embankments, plants, flora of any size, encroachments of any nature, obstructions of any nature,or improvements of any nature. The Town shall have the right to clear the Easement Areas and keep them cleared of structures, fill, embankments, plants, flora of any kind, or improvements of any nature.Nothing herein shall obligate the Town to replace anything, including but not limited to plants and 13 flora of any kind or size, pavement, concrete, gravel, or other driving surface that it clears or removes in exercising privileges and rights in the Town pursuant to this easement.If the owners of the Easement Areas where the easement lies,own,at the time of the recording of the plat or deed that refers to this Declaration, any land adjacent to those Easement Areas,then the Town may use those roads, driveways, and streets for ingress, egress, and regress to exercise the rights and privileges it has under this easement. IN WITNESS WHEREOF, Grantor has caused this Easement to be executed the day and year first above written. CAPKOV VENTURES,INC. a North Carolina corporation By: Print Name: Title: STATE OF COUNTY OF I certify that the following person personally appeared before me this day, acknowledging to me that he signed the foregoing document as of CAPKOV VENTURES,INC. a North Carolina corporation: Date: Official Signature of Notary Public (Official Seal) Notary's Printed or Typed Name,Notary Public My commission expires: 14 IN WITNESS WHEREOF, the Town has caused this Easement to be executed the day and year first above written. TOWN OF HILLSBOROUGH, a North Carolina municipal corporation By: Print Name: Title: ATTEST: STATE OF COUNTY OF I, the undersigned Notary Public of the County and State aforesaid, do hereby certify that personally came before me this day and acknowledged that s/he is for the Town of Hillsborough,a North Carolina municipal corporation,and that by authority duly given and as the act of the corporation,the foregoing instrument was signed in its name by its Town Manager and attested by him/her as its Town Clerk. Date: Official Signature of Notary Public (Official Seal) Notary's Printed or Typed Name,Notary Public My commission expires: 15 EXHIBIT D yti5g O ROG ORDINANCE#20240909-6.A-1 ORDINANCE Amending the Official Zoning Map for the Town of Hillsborough 0 17 ''X54 Waterstone South, a Planned Development STN C ASO~ WHEREAS, an application was made to amend the Official Zoning Map for the Town of Hillsborough, specifically to rezone approximately 98.948 acres of property described hereto and identified as Parcel Identification Numbers 9873-42-2375; 9873-42-5271; 9873-42-5076; 9873-41-5972; 9873-41-6716; 9873-51-0737; 9873-50-3553; 9873-50-4152; and 9872-49-4729 to Planned Development (PD); WHEREAS, the application was referred to the town Planning Board for its recommendation, and the Planning Board has provided the town board with a written recommendation addressing the consistency of the proposed rezoning amendment with the town's comprehensive plan and such other matters as the Planning Board deemed appropriate; WHEREAS, the applicant and the Board of Commissioners have negotiated and mutually agreed to a list of conditions to be placed on the zoning district as allowed under NC GS § 160D-703 (b); and WHEREAS, the town board has, prior to acting on the application, adopted a statement describing the consistency of the proposed rezoning with the town's comprehensive plan and explaining why the action contemplated by the town board as reflected herein in reasonable and in the public interest. Now, therefore, the Board of Commissioners for the Town of Hillsborough ordains: Section 1. The Official Zoning Map of the Town of Hillsborough is hereby amended to rezone the 98.948 acres of property shown and described hereto in Exhibits A and B to Planned Development(PD). Section 2. As part of this rezoning, the aforementioned property is subject to the conditions attached hereto as Exhibit C, to which both the applicant and the Board of Commissioners have mutually agreed. Section 3. All provisions of any town ordinance in conflict with this ordinance are repealed. Section 4. This ordinance shall become effective upon adoption. The foregoing ordinance, having been submitted to a vote, received the following vote and was duly adopted this 91" day of September in the year 2024. Ayes: 5 B O R p G Noes: 0 Absent or excused: 0 �4� k Sarah E. Kimrey, Towrl Clerk X54 'PTy C AR�ti 16 EXHIBIT A ORDINANCE#20240909-6.A-1 LEGAL DESCRIPTION PARCEL DESCRIPTION -NORTH ANNEX 14.283 ACRES Situated in the State of North Carolina, County of Orange, Hillsborough Township and being all of that 4.451 acre tract conveyed to Capkov Ventures, Inc. of record in Deed Book 6653, Page 1382, all of that 3.980 acre tract conveyed to Capkov Ventures Inc. in Deed Book 6728,Page 908, all of that 4.013 acre tract conveyed to Capkov Ventures,Inc. in Deed Book 6728,Page 908,all of that 0.920 acre tract conveyed to Capkov Ventures, Inc. in Deed Book 6728, Page 231, and all of that 0.919 acre tract conveyed to Capkov Ventures, Inc. in Deed Book 6822, Page 565 in the Office of the Register of Deeds of Orange County, North Carolina, and being more particularly bounded and described as follows; Beginning, at an iron pipe found at the southeastern corner of a 2.134 acre tract conveyed to Capkov Ventures Inc. of record in Deed Book 6718, Page 1700, being on the westerly line of a 15.8 acre tract conveyed to Crabtree Glenn, LLC of record in Deed Book 6009, Page 565,being the northeastern corner of said 4.451 acre tract and having State Plane Ground Coordinates (NAD 83 — 2011 Adjustment): Northing 832390.8190, Easting 1975249.9620; Thence S 01° 05' 37" E, with the easterly line of said 4.451 acre tract, said 3.980 acre tract, said 4.013 acre tract and said 0.919 acre tract, and the westerly line of said 15.8 acre tract a distance of 635.30 feet to an iron pipe found along the westerly line of said 15.8 acre tract,the northern right-of-way of Phoebe Drive and being the southeastern corner of said 0.919 acre tract; Thence S 851 58' 04"W, along the northern right-of-way of said Phoebe Drive a distance of 217.33 feet to an iron pipe found at the southeastern corner of a 0.918 acre tract conveyed to Roger Stephens of record in Deed Book 4444, Page 274; Thence along the common lines of said 0.919 acre tract, said 0.918 acre tract, said 4.013 acre tract and said 0.920 acre tract the following three (3) courses: N 01° 09' 34"W, a distance of 186.96 feet to an iron pipe found; S 87°21' 19"W, a distance of 210.98 feet to an iron pipe found; S 011 09' 57"E, a distance of 192.08 feet to an iron pipe found along the northern right-of-way of said Phoebe Drive and being the southwestern corner of said 0.918 acre tract; Thence S 851 58' 04"W, along said Phoebe Drive right-of-way a distance of 205.70 feet to an iron pipe set at the southeastern corner of that 3.206 acre tract conveyed to Worth and Deanna Overman of record in Deed Book 664, Page 551; Thence along the common lines of said 3.206 acre tract, said 0.920 acre tract and said 4.013 acre tract the following two (2) courses: N 011 14' 22"W, a distance of 197.87 feet to an iron pipe found; S 87° 19' 37" W, a distance of 598.88 feet to an iron pipe found at the northeastern corner of said 3.206 acre tract, being on the easterly line of a 57.7 acre tract conveyed to the University of North Carolina Hospitals at Chapel Hill #319 in Deed Book 4832, Page 301 and being the southwestern corner of said 4.013 acre tract; 17 Thence N 07136' 56"W, along the common line of said 57.7 acre tract, said 4.Wbwvdnzd� 19.30 acre tract, and said 4.451 acre tract a distance of 410.56 feet to an iron pipe set at the southwestern corner of said 2.134 acre tract and being the northwestern corner of said 4.451 acre tract; Thence N 851 23' 33" E, with the common line of said 2.134 acre tract and said 4.451 acre tract a distance of 1281.55 feet to the Point of Beginning, and containing 14.283 acres of land, more or less, as calculated by the above courses. Subject, to all legal restrictions, easements and/or right-of-way. The above description was prepared by James D. Whitacre,P.L.S. L-5273 on July 2, 2024. This description is based on existing records from the Orange County Register of Deeds and an actual field survey by Advanced Civil Design, Inc. completed in September, 2023. The Basis of Bearings used in this description is based upon monuments established by the National Geodetic Survey(NAD 83, 2011 Adjustment) and was determined using GPS equipment and procedures. All references used in this description can be found at the Register of Deeds, Orange County,North Carolina. PARCEL DESCRIPTION - SOUTHERN ANNEX 82.733 ACRES Situated in the State of North Carolina, County of Orange, Hillsborough and Chapel Hill Townships and being all of that 13.697 acre tract conveyed to Capkov Ventures, Inc. of record in Deed Book 6820, Page 513, all of that 52.803 acre tract conveyed to Capkov Ventures, Inc. of record in Deed Book 6812, Page 98, a portion of that 16.409 acre tract conveyed to Capkov Ventures, Inc. of record in Deed Book 6540, Page 1 also known as Lot 4 of record in Plat Book 128, Page 10, and all of that 1.823 acre tract conveyed to Capcov Ventures, Inc. in Deed Book 6856, Page 1337 in the Office of the Register of Deeds of Orange County,North Carolina, and being more particularly bounded and described as follows; Beginning, at an iron pipe found in the westerly right-of-way of NC Highway 86, the southeasterly corner of said 13.697 acre tract, the northeasterly corner of said 52.803 acre tract and having State Plane Ground Coordinates (NAD 83 —2011 Adjustment): Northing 829806.807, Easting 1976136.323; Thence S 09° 40' 00" E, with the easterly line of said 52.803 acre tract and said right-of-way a distance of 118.52 feet to an iron pipe set at the northeastern corner of a 5.108 acre tract conveyed to Advisory Board of the NC District Church of Nazarene of record in Deed Book 600, Page 329; Thence with the common line of said 5.108 acre tract and said 52.803 acre tract the following two (2) courses: S 881 49' 38" W, a distance of 679.62 feet to an iron pipe set; S 09° 42' 51" E, a distance of 280.89 feet to an iron pipe found at the southwestern corner of said 5.108 acre tract and being the northwestern corner of a 5.381 acre tract conveyed to Santos Guadalupe Mejia Reyes and Alicia Suyapa Mejia Vasquez of record in Deed Book 6637, Page 1403; Thence S 091 35' 31" E,with the common line of said 5.381 acre tract and said 52.803 acre tract a distance of 337.73 feet to an iron pipe found at the northern right-of-way of Scarlette Mountain Road(private); Thence S 09° 35' 31" E, across said right-of-way a distance of 29.05 feet to a point on the center line of said Scarlette Mountain Road and being the southeasterly corner of said 52.803 acre tract; Thence with the centerline of said Scarlette Mountain Road the following four(4) courses: 18 N 80° 27' 53"W, a distance of 449.66 feet to a point; ORDINANCE#20240909-6.A-1 N 87° 17' 53"W, a distance of 222.63 feet to a point; N 89°46' 53"W, a distance of 199.58 feet to a point; N 73°28' 04" W, a distance of 121.53 feet to a point in the easterly line of a 7.87 acre tract conveyed to Karen Jordan of record in Deed Book 359, Page 169; Thence with the common line of said 52.803 acre tract and said 7.87 acre tract the following two courses; N 00°28' 17"E, a distance of 36.71 feet to an iron pipe found; S 891 39' 52"W, a distance of 942.40 feet to a point on the easterly right of way of Interstate 40; Thence with the westerly line of said 52.803 acre tract, the easterly right-of-way of said Interstate 40, the following six courses; N 10°05' 55" W, a distance of 185.45 feet to a concrete monument found; N 13°40' 27" W, a distance of 305.71 feet to a concrete monument found; With a curve to the left,having a chord bearing and distance of N 16°38' 15"W, 594.24 feet, a radius of 3952.94 feet, a central angle of 08°37' 17", and an arc length of 594.80 feet to a rebar found; N 70°03' 27" E, a distance of 15.10 feet to a concrete monument found; N 12143' 48" W, a distance of 154.12 feet to a concrete monument found; With a curve to the left,having a chord bearing and distance of N 24°03' 34"W, 130.79 feet, a radius of 3994.72 feet, a central angle of 01° 52' 34", and an arc length of 130.80 feet to a point in the centerline of a stream, the southwesterly corner of that 0.218 acre tract conveyed to North Carolina Department of Transportation of record in Deed Book 6814, Page 224; Thence with the centerline of the stream, the common line of said 0.218 acre tract and said 52.803 acre tract the following seven (7) courses; N 51°53' 36" E, a distance of 19.81 feet to a point; N 65144' 56" E, a distance of 14.85 feet to a point; N 87°59' 35" E, a distance of 10.37 feet to a point; S 21°18' 06" E, a distance of 13.55 feet to a point; S 10149' 00" E, a distance of 14.94 feet to a point; S 60°12' 19" E, a distance of 16.24 feet to a point; N 83111' 17" E, a distance of 5.02 feet to a point at the southeasterly corner of said 0.218 acre tract, southwesterly corner of said 1.823 acre tract; Thence with the common line of said 1.823 acre tract and said 0.218 acre tract the following three courses; N 09°42' 11" W, a distance of 6.91 feet to a point; N 24°51' 58" W, a distance of 53.01 feet to a point; 19 N 37°12' 08"W, a distance of 329.50 feet to a concrete monument founcbonfOAo a'dy96g-blx-cif-way of said Interstate 40; Thence with the westerly line of said 1.823 acre tract, the easterly right-of-way of said Interstate 40 the following two (2) courses; N 36°05' 34" W, a distance of 104.78 feet to a concrete monument found; With a curve to the left,having a chord bearing and distance of N 36°44' 37"W, 747.03 feet, a radius of 3984.72 feet, a central angle of 101 45' 26", and an arc length of 748.12 feet to a point at the northwesterly corner of said 48.313 (orig.) acre tract the southwesterly corner of that 57.7 acre tract conveyed to University of North Carolina Hospitals at Chapel Hill#319 of record in Deed Book 4832, Page 301; Thence S 89° 58' 08" E, with the common line of said 1.823 acre tract and said 57.7 acre tract a distance of 106.08 feet to a point at the northwesterly corner of Lot 1 of record in Plat Book 128, Page 10; Thence S 35° 32' 16" E, with the common line of said 1.823 acre tract and said Lot 1, a distance of 1211.14 feet to a point in the centerline of the creek,the southerly line of said Lot 1 acre tract,the northerly line of said 52.803 acre tract; Thence with the centerline of said creek,the common line of said Lot 1 and said 52.803 acre tract the following twenty-two courses; S 79°54' 09" E, a distance of 15.47 feet to a point; S 87124' 39" E, a distance of 27.59 feet to a point; N 78°38' 06" E, a distance of 22.76 feet to a point; N 84118' 24" E, a distance of 19.35 feet to a point; S 72125' 59" E, a distance of 70.41 feet to a point; N 69°27' 22" E, a distance of 13.58 feet to a point; N 55159' 25" E, a distance of 16.05 feet to a point; S 64°00' 12" E, a distance of 11.36 feet to a point; S 80°43' 27" E, a distance of 28.61 feet to a point; N 58134' 08" E, a distance of 7.81 feet to a point; N 82°04' 36" E, a distance of 27.81 feet to a point; N 69102' 05" E, a distance of 31.39 feet to a point; S 70148' 35" E, a distance of 57.04 feet to a point; S 49°54' 40" E, a distance of 45.06 feet to a point; S 89128' 32" E, a distance of 41.22 feet to a point; S 48°46' 48" E, a distance of 36.86 feet to a point; 20 N 77°03' 15" E, a distance of 44.59 feet to a point; ORDINANCE#20240909-6.A-1 N 69117' 26" E, a distance of 42.52 feet to a point; N 48°34' 08" E, a distance of 31.88 feet to a point; S 63°48' 18" E, a distance of 73.07 feet to a point; N 90100' 00" E, a distance of 302.17 feet to a point; N 61°54' 05" E, a distance of 184.24 feet to a point; S 71137' 17" E, a distance of 86.76 feet to a point on the westerly line of said Lot 4, the southeasterly corner of said Lot 1; Thence N 001 16' 18" E, with the common line of said Lot 1 said Lot 4 a distance of 174.79 feet to an iron pipe set at the southwesterly corner of Lot 3 of record in Plat Book 128, Page 10; Thence along the common lines of said Lot 3 and said Lot 4 the following two courses; S 89123' 25" E, a distance of 626.12 feet to an iron pipe set; N 01'11' 36" E, a distance of 138.91 feet to an iron pipe set at the southwesterly corner of that 8.35 acre tract conveyed to Lillie Mangum of record in Deed Book 232, Page 1392; Thence S 891 23' 25" E, with the common line of said Lot 4 and said 8.35 acre tract a distance of 719.04 feet to an iron pipe set on the westerly right-of-way of said State Route 86; Thence with the westerly right-of-way of said State Route 86, the following two (2) courses: S 08° 55' 32" E, with a distance of 506.04 feet to a rebar found at the southeasterly corner of said 16.409 acre tract, the northeasterly corner of said 13.697 acre tract; S 10°28' 14"E,with a distance of 518.50 feet to the Point of Beginning, and containing 82.733 acres of land, more or less, as calculated by the above courses. Subject, to all legal restrictions, easements and/or right-of-way. The above description was prepared by James D. Whitacre, P.L.S. L-5273 on September 6, 2024. This description is based on existing records from the Orange County Register of Deeds and an actual field survey completed by Advanced Civil Design, Inc. in September, 2023. The Basis of Bearings used in this description is based upon monuments established by the National Geodetic Survey(NAD 83, 2011 Adjustment) and was determined using GPS equipment and procedures. All references used in this description can be found at the Register of Deeds, Orange County,North Carolina. ADVANCED CIVIL DESIGN, INC. 21 EXHIBIT B ORDINANCE#20240909-6.A-1 . .........11 . .............. n izl, — as --------- k -von - ---------- 5J ------- ---- ---------------- B I p j� ti A E 4 LU < LU > o M LL < LL ----- -------- LU u _j LU ------------ ti U- LU LU < LU P: 0 > LU < Lu > u LU -j LU LU a- u Z Z z z < iii LU Lu LLj F- LU H w LL 0 m z Z F--0 >= LU 0 LU z > L/) LU -j 0 u u Lu z z LU Z z 0 V) Q w Ln CL < T- a- M LnU CY F I z o 0 Z:� Z 0 Lu < - U < u 22 EXHIBIT C ORDINANCE#20240909-6.A-1 CONDITIONS OF APPROVAL FOR WATERSTONE SOUTH, A PLANNED DEVELOPMENT I. Generally a. Site plans and construction drawings for the development shall comply with these conditions of approval, as well as any applicable development regulations for the Town of Hillsborough that are in effect when the plans and/or drawings are submitted. When there is a conflict between a condition of approval and the development regulations of the town, the condition of approval shall govern. b. The size of the townhome blocks, denoted as Blocks A, B, C, and D on the master plan, and the number of units within them may be adjusted administratively with the Planning Manager's approval only if the overall acreage and density of the combined townhome blocks are not changed. c. Once construction on the project begins, the developer shall conduct a weekly inspection, as needed, of the erosion control and stream protection measures throughout the development of each phase to ensure that all the devices are working effectively. The developer will notify Town Planning staff and neighbors within 500' of the development site(s) of the planned inspection schedule. II. Affordable Housing a. Fifteen percent(15%) of the total market rate homes in the development, including the townhomes and multi-family apartment units, shall be affordable to those earning an average of 80% or less of the median income. Median income shall be determined using data from the US Department of Housing and Urban Development for the geographic statistical area in which Hillsborough is located. b. A deed restriction reserving the affordable apartment units for a period of ninety-nine (99) years and requiring annual certification with the town of the number of affordable units shall be recorded before a Zoning Compliance Permit will be issued for the first residential unit. The deed restriction shall require the developer, its successors and/or assigns to certify to the town in writing during the month of July of each year that they comply with the affordability condition as of the date of the certification. c. For the affordable townhome units, the developer shall prepare and submit an affordable housing plan for the review and approval of the Planning Manager. The approved affordable housing plan shall be recorded in conjunction with the plat(s)for the townhome lots and these conditions of approval. The plan shall include the following information at a minimum: i. General information about the nature and scope of the development. 8 23 iii. The total number of market rate units and affordable dwe9Wg16K& WffiW9-6.A-1 development. iii. The number of bedrooms and bathrooms in each affordable dwelling unit. iv. The approximate square footage of each affordable dwelling unit. v. The approximate location of each affordable dwelling unit. d. The affordable units shall be integrated with the market-rate units, and the exterior finishes shall make the affordable units indistinguishable from those that are market-rate. e. Affordable units will be developed in accordance with the following minimum size schedule: Minimum Net Livable Square Footage Number of Bedrooms in Unit Minimum Square Footage Efficiency/studio apartment 500 1 Bedroom 700 2 Bedroom 850 3 Bedroom 1,100 4 Bedrooms or more 1,200 plus 250 sq. ft. per additional bedroom above 4 f. Floor plans for buildings containing affordable units must be submitted for review with zoning compliance permit applications. III. Conservation Easement a. Approximately 12.8 acres along the southern project boundary shall be held in a conservation easement. The easement, shown on sheet MP1.1 of the approved Waterstone South Master Plan set, was mandated by the Orange County Board of Adjustment as part of the modified Special Use Permits for The Woods and Woodsedge on May 8, 2024. The applicant shall record the conservation easement in a form satisfactory to the Town of Hillsborough with the Orange County Register of Deeds within 120 days of annexation by the Town of Hillsborough. The Town of Hillsborough shall hold the conservation easement in perpetuity. IV. Landscaping a. Invasive species are strictly prohibited from landscape designs for the development. All landscape plantings in the development shall be non-invasive, and the developer shall make every effort to use native species when commercially available. V. Multi-modal Transportation a. The locations of the internal streets shown on the master plan are conceptual. Exact street locations will be established during site plan/construction drawing review. 9 24 The developer shall record a public access easement and private R%MWAeeWe1etffent in each phase for all trails labeled "Walking & Bicycle Trail" on the approved Master Plan before the recordation of the final plat for the residential lots for that phase. b. The developer shall pave all trails labeled "Walking & Bicycle Trail" on the approved Master Plan unless a proposed trail is in an environmentally sensitive area (e.g., floodplains; wetlands; slopes exceeding 25%; highly erodible soils), in which case crushed stone or soft surfaces (e.g., natural earth; wood chips) may be used. All trails within the 12.8-acre conservation easement described in Section III above may be made of natural surfaces. The layout of trails shown on the Master Plan is conceptual. Exact trail locations and surfaces will be established during site plan/construction drawing review. c. All trails shall be maintained in perpetuity by the developer, any successors and assigns of the developer, or other acquiring parties. The Town shall not be responsible for trail maintenance. d. The developer shall install a sidewalk network interior to the site that connects with a sidewalk system on the west side of NC 86 S as shown on the Master Plan. e. The developer shall install a painted crosswalk with high-visibility striping and a flashing beacon at E. Scarlett Mountain Road and Storey Lane at the NC 86 S intersections if allowed and approved by the North Carolina Department of Transportation. f. The developer shall install a sidewalk on the east side of NC 86 S connecting to said crosswalk as shown on the Master Plan if allowed and approved by both the North Carolina Department of Transportation and the Orange County School Board. g. The developer shall design all streets designated as public on the Master Plan to NCDOT Subdivision Design Standards and Town of Hillsborough cross-sections as required by the town's Unified Development Ordinance. This design shall include, but shall not be limited to, the following: radii, vertical curves, storm drainage design, and gutter spread. The design speed will be consistent with current Town of Hillsborough ordinances. Curb and gutter will be required on all streets proposed for town acceptance but will not be required at the taper and turn-lanes at the intersection of NC 86 S and the development's entrance. h. The developer shall install all off-site improvements recommended by their Traffic Impact Analysis prepared September 19, 2023, and concurred with by NCDOT in its letter dated December 7, 2023. i. The developer shall update the Traffic Impact Analysis prior to the issuance of any Zoning Compliance Permits for Phase 2 to ensure acceptable operation at the various study intersections. If an updated Traffic Impact Analysis projects a Level of Service (LOS) of D or 10 25 lower at the intersection of Waterstone Parkway and NC 86 S, the4Ffl')V1R RPkh-6tf install a traffic signal at the intersection before the approval of the final Certificate of Occupancy in Phase 2. If signalization has already been installed at Waterstone Parkway and NC 86 S by another developer, the developer of Waterstone South shall not be responsible for signalization at said intersection. j. The applicant will construct a greenway trail within the NCDOT right-of-way from their northern property line to Waterstone Drive conditioned on NCDOT approving the greenway trail. In the event NCDOT approval is not forthcoming by the issuance of the last Certificate of Occupancy in Phase 2 of the community, the applicant will proffer $187,000 for the future acquisition and/or construction of a greenway trail connection adjacent to the community. VI. Phasing a. The Town of Hillsborough will not issue zoning compliance permits for the last 10 (ten) dwelling units in a phase until the developer i. completes, certifies, and submits for town acceptance of all public infrastructure (e.g., sidewalks, streets, trails, greenways, utilities) in said phase, and iii. installs or provides adequate performance security for the installation of all landscaping, street trees, and stormwater conveyances in said phase. b. The development shall be constructed in three phases, with each phase of construction to last no more than three years per phase for a total of nine years of construction: L Phase 1: 205 townhomes and 10,000 square feet of neighborhood commercial. ii. Phase 2: 225 apartment units and 10,000 square feet of neighborhood commercial. iii. Phase 3: 225 apartment units and 20,000 square feet of neighborhood commercial. c. The developer shall coordinate with staff to create a mutually agreeable schedule for infrastructure improvements, and the developer shall install or provide adequate performance security for said improvements. However, the developer cannot post a performance security for the new sewer pumping station described in Section VII (a) below. The developer must construct this pumping station during Phase 1. d. The medical and general office portion of the development (Blocks H and I as shown on sheet MP1.1 of the approved Waterstone South Master Plan set) is not included in the phasing plan and shall be developed based on market demand as the adjacent UNC Health facility grows. 11 26 Vill. Utilities ORDINANCE#20240909-6.A-1 a. As indicated on the approved Master Plan, a new sewer pumping station, associated force main, and all appurtenances shall be constructed by the developer and dedicated to the Town of Hillsborough by the developer after successful completion. The existing gravity sewer to the Woodsedge Back and Nazarene Pumping Stations shall be redirected into this new pumping station located at a site near or in the development as agreed to with the Town of Hillsborough. L The new gravity sewers and sewer pumping station shall be designed to Town of Hillsborough specifications and details including site layout, drive, fencing, and station features. ii. If the new pumping station is in a conspicuous location, something more than a chain link fence may be required to soften the visual impact of the pumping station. However, no landscaping may be placed within three feet of any piping or fencing. b. The developer shall connect the project water main extension to the town's existing water distribution system at the general locations shown in the Master Plan. A minimum of two connections is required. L The new water main shall be of a size and type acceptable to the Town of Hillsborough and designed in accordance with the town's specifications and details. Final connection points shall be as shown on Exhibit C.I. The minimum size for any main to be dedicated to the town is 8". c. The developer agrees to accelerate payment of System Development Fees (SDFs) sooner than otherwise provided by statute for each planned phase upon its approval by the town to provide better cash flow for downstream capital improvement projects that are needed and will benefit the project. The SDFs shall be calculated based on the unit bedroom counts for each phase of site plan approval, and site plan approval will not be issued for a phase until the appropriate SDFs are paid. SDFs shall be those in effect at the time of payment. d. The developer shall demolish the existing Nazarene and Woodsedge Back pumping stations to specifications agreed upon with the town and the property owner of Woodsedge Mobile Home Park after the new pumping station is fully certified and operational with redirected flow from these existing pumping stations active with no apparent issues. L In general, the developer shall carefully salvage all equipment identified by the town as salvageable and provide such equipment to the town. 12 27 iii. The existing stations and force mains shall be flushed out.0M4NV9fi6r9Y6Q34PYFdPS1if unable to be removed completely, shall be taken to 3 feet below grade. Any voids shall be filled with excavatable flowable fill. iii. The existing station sites shall be graded, seeded, and mulched to establish new ground cover. iv. Water meters for Block H will be released upon completion of the water and sewer infrastructure required to serve the units in Block H and the stub to Worth Street. This infrastructure is shown as magenta in the attached Exhibit C.1. Block H will connect to the Town's existing sewer that drains to Woods Edge Front Pump Station, and no other blocks of the proposed development will be allowed to connect to the Woods Edge Front Pump Station. The developer shall evaluate the capacity of the Woods Edge Front pump station and make all upgrades needed to serve the proposed development if upgrades are needed to meet the state's minimum design criteria for pump stations. v. Water meters for Blocks A, B, C, D, E, F and G will be released upon completion of the waterlines shown in orange in Exhibit C.1 as well as the abandonment of the existing Nazarene and Woods Edge Back Pump stations into the new pump station shown in Exhibit C.1. vi. The developer shall make the connections shown in the green circles in Exhibit C.1 to all waterlines in platted Town right-of-way and NC DOT right-of-way. The developer shall make connections to existing Town waterlines on private property at the locations shown with green circles if the Town provides documentation of deeded and platted public utility easements at the proposed connection locations. If the Town does not provide the required easement and plat information by construction drawing approval of the proposed connection, the Town will require only a platted and deeded stub to the edge of the subject development. e. The developer shall enter into a Water and Sewer Extension Contract as typical with the town. This contract shall provide the finer details of the design, permitting, construction and acceptance details. f. The developer shall contribute $250,000 to the cost of upgrading the Elizabeth Brady Pump Station to handle the additional flow generated by the proposed project. This contribution shall be made before the approval of the first site plan for the project and will be used by the town to install upgraded instrumentation, monitoring equipment, and controls. 13 28 g. By agreeing to the developer's proffers and pledged water and sew Nvi h, 9i 46 h-6� +e town guarantees capacity for each phase of the project as it comes online in accordance with the phasing schedule in Section V(b). 14 29 EXHIBIT C.1 ORDINANCE#20240909-6.A-1 77 yj � Y . a � Oi WEU a w4 OQZzwU� 11 ploys MISS r Nap -- w -- - .. ...........i• ��Ilbli 2 Y of a Y '' + lr I Ir 3 FFEft `�O I j ii�i�5p 5T RFAM B� "�LL�U � ills _J OFr0 m � K So WFw=��� I I If lilts! .� JRI w D i 1 1 11711 li J+ ti i1 I V, ¢rya! I 1 II -4111 H I Y V _ �o _ P UL 4 I T- 00. �m 11 w< a �w �J 15 30 EXHIBIT E New Lot 1 and New Lot 3 Prohibited Uses i. laundry or dry-cleaning establishment, ii. casino,gaming room or off-track betting establishment; iii. adult book store or any form of adult entertainment; iv. a bingo parlor; V. skating rink,amusement park,carnival or circus vi. a business which would emit or produce noxious fumes, hazardous wastes, gases or loud noises; provided that odors and noises typical of uses customarily included with a Hospital, Medical Outpatient Services,Medical Office,General Office,Restaurant,and Child Care Facilities shall not be prohibited; vii. an establishment selling or exhibiting pornographic materials; viii. any bar,nightclub,discotheque or dance hall; ix. a mobile home park, trailer court, or labor camp or mobile home sales lot(except that this provision shall not prohibit the temporary use of construction trailers during any periods of construction, reconstruction or maintenance);; X. a mortuary or funeral home; xi. a distilling,refining,smelting,industrial,agricultural,drilling or mining operation; xii. a junk yard,stock yard or animal raising operation; xiii. a dump or disposal,or any operation for the incineration or reduction of garbage of refuse; xiv. flea market; xv. a massage parlor and/or exotic dancing;provided this shall not prohibit massages in connection with a beauty salon,health club or spa,athletic facility or massage therapy facility; xvi. a pawn shop; xvii. cannabis dispensary,vape shop or tobacco store; and xviii. Other uses inconsistent with a first-class facility. 4907-7989-7417,v.2