HomeMy WebLinkAboutOTHER-2026-044- Declaration of Easements and Restrictive Covenants for the Crisis Diversion facility DECLARATION OF EASEMENTS AND
RESTRICTIVE COVENANTS
Prepared by and return to : Beemer, Hadler & Willett, P . A. , 1829 E. Franklin Street, Suite
800 -13, Chapel Hill, NC 27514
PIN : 9873 -52 -0371 ; 9873 -52 -0006 ; and 987342 -3183
THIS DECLARATION OF EASEMENTS AND RESTRICTIVE COVENANTS (the
" Declaration ") is made as of this day of , 2026, by CAPKOV VENTURES,
INC . , a North Carolina corporation (" CAPKOV") and ORANGE COUNTY, NORTH
CAROLINA ( " ORANGE COUNTY") (CAPKOV and ORANGE COUNTY are collectively
referred to herein as the "Parties ") .
RECITALS .
A . CAPKOV is the fee owner of New Lot 1 , containing 1 . 81 acres and New Lot 3
containing 9 . 61 acres , more or less , as shown on a map and survey prepared by TIMMONS GROUP
and entitled "Recombination Survey, Prepared for Capkov Ventures , Inc . ", dated June 3 , 2025 and
recorded on June 24 , 2025 in Plat Book 129 , Page 39 , Orange County Registry, to which reference is
made for a more particular description of same (collectively the "CAPKOV Property") . The PIN for
New Lot 1 is 9873 - 52- 0371 ("New Lot 1 ") ; and the PIN for New Lot 3 is 987342 -3183 ("New Lot
3 "
B . ORANGE COUNTY is the fee owner of New Lot 2 , containing 5 . 01 acres , more or
less , as shown on a map and survey prepared by TIMMONS GROUP and entitled "Recombination
Survey, Prepared for Capkov Ventures , Inc . " , dated June 3 , 2025 and recorded on June 24 , 2025 in
Plat Book 129 , Page 39 , Orange County Registry, to which reference is made for a more particular
description of same (referred to herein as the " COUNTY Property" and "New Lot 2 ") . The PIN for
New Lot 2 is 9873 - 52 -0006 .
The CAPKOV Property and the COUNTY Property are collectively referred to herein as the
"Properties " .
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C . The Properties are subject to the Town of Hillsborough ' s approved Waterstone South,
Conditional Zoning Permit Planned Development approved by the Hillsborough Commissioners on
September 91h , 2024 and the relevant provisions of the Town of Hillsborough Unified Development
Ordinance . ORANGE COUNTY intends to develop a Crisis Diversion Facility (the "Facility") on
the COUNTY Property as shown on ORANGE COUNTY ' s plan documents dated May 6 , 2026
labeled "Declaration Set" and executed by the Parties (collectively the " Construction Plans ") .
D . The Parties hereby agree that the purpose of this Declaration is to provide a framework
for the orderly and timely development, operation, and maintenance of the Infrastructure (as defined
in Section E below) on New Lot 1 and New Lot 2 . The only Infrastructure contemplated on New Lot
3 pursuant to this Declaration includes the improvements associated with (i) the Sanitary Sewer
Easement described in Section 4 ( a) , (ii) the TCE described in Section 1 (b) , and (iii) the Road
Construction Easement described in Section 6 ( a) .
E . The infrastructure includes , without limitation, land planning, engineering , surveying,
utilities , water and sewer main line extensions , sewer service line installation, storm water pipes , storm
water storage facilities , water quality devices , erosion control , roadways , curb and gutter, sidewalk,
signage, bus stop , landscaping, and demolition of existing structures all as shown and described on the
Construction Plans , including all related close out work necessary to comply with the Town of
Hillsborough' s regulations , and the Town of Hillsborough ' s acceptance of the improvements in the
Public Right- Of-Way into Hillsborough ' s Maintenance Program (collectively the
"Infrastructure") . The term Infrastructure specifically excludes any buildings that may be located
on the Properties . ORANGE COUNTY is obligated to construct the Infrastructure in compliance with
approved Construction Plans at its sole cost and expense . If there are subsequent changes to the
Construction Plans that $ (i) reduce the Infrastructure that could reasonably be used for the benefit of
the CAPKOV Property; (ii) adversely affect the construction cost or marketability of New Lot 1 ; or
(iii) result in additional cost to CAPKOV in completing the requirements of the Conditional Zoning
Permit or the Conditions of Approval , then such changes shall be presented to CAPKOV for approval,
which such approval shall not be unreasonably withheld, conditioned or delayed .
The Parties agree that if the Construction Plans have not received final approval from the Town
of Hillsborough at the time this Declaration is recorded, then the Construction Plans referenced above
will be treated by both Parties as reflecting the general scope of the Infrastructure. Subject to
CAPKOV ' s approval as set forth in Recital E(i)4iii), the Parties further agree that any changes
reflected in the final approved Construction Plans shall automatically amend the Construction Plans
for purposes of this Declaration. The first page of the current Construction Plans prepared by Timmons
Group is attached as Exhibit G for reference and incorporation herein .
In the event that ORANGE COUNTY does not develop the Infrastructure within thirty (30)
months of the recording of this Declaration , CAPKOV shall be entitled, but not obligated to construct
the Infrastructure. If CAPKOV completes the Infrastructure, the Parties will work together to develop
a plan to manage CAPKOV ' s construction of the Infrastructure and ORANGE COUNTY shall assign
to CAPKOV all rights to the Construction Plans and Town permits , to the extent assignable, to permit
CAPKOV to complete the Infrastructure. CAPKOV shall have the right to construct and improve the
Infrastructure to the same standards required by the approved Construction Plans provided all such
construction complies with the public bidding and contracting laws applicable to local governments
in North Carolina if such compliance is required by ORANGE COUNTY ' s legal counsel . CAPKOV
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shall be entitled to a full reimbursement from ORANGE COUNTY of the cost of Infrastructure
construction improvements shown on the Construction Plans , including all reasonable and market-rate
costs of management, materials and labor documented by CAPKOV to ORANGE COUNTY with
invoices for the materials and labor. Reimbursement of invoices submitted by CAPKOV shall be paid
by ORANGE COUNTY to CAPKOV within sixty (60) calendar days of submittal .
F . If a future as -built survey or revised Construction Plans depicting the Infrastructure
located on or serving New Lot 2 shows a change in the location of any Infrastructure within any
easement referenced herein, then the location of the easements contained herein will be modified on
the approved plans and /or any recorded plat and /or easement document to reflect the change in the
as -built survey or Construction Plans . Any such change will be made by recordable amendment to this
Declaration or other recordable instrument agreed upon by the Parties .
NOW, THEREFORE, in consideration of the Recitals , which are material to this Declaration
and shall be deemed incorporated into provisions below, and the other mutual covenants hereinafter
set forth and other good and valuable consideration, the Parties , intending to be legally bound, agree
and covenant as follows :
1 . Cross-Access Easement and Related Provisions .
(a) Grant of Cross -Access Easement . ORANGE COUNTY declares , grants and
conveys to CAPKOV, its successors and assigns , a non-exclusive and perpetual right, privilege and
easement for ingress , egress , regress (but not parking) over that portion of the COUNTY Property
labeled "Permanent Cross -Access Easement" shown on Exhibit A (the " Cross -Access Easement
Tract") , attached hereto and incorporated herein by reference (the " Cross-Access Easement") . This
Cross-Access Easement provides access from Waterstone Drive running southward over the "Future
Public Street" shown on Exhibit A and generally continuing to where the eastbound private road
intersects with the "Private Public Street" and running 320 ' east, more or less , to where the private
access road turns southbound towards the County ' s planned Crisis Diversion Facility . At such time
that the "Future Public Street" is accepted by the Town of Hillsborough or the North Carolina
Department of Transportation for maintenance, the Cross -Access Easement Tract will be limited to
the portion of the Permanent Cross -Access Easement between New Lot 1 and the COUNTY
PROPERTY as shown on Exhibit A . The Cross -Access Easement will serve both the COUNTY
Property and CAPKOV ' s New Lot 1 and provide pedestrian and vehicular access for all potential users
of the COUNTY Property and CAPKOV ' s New Lot 1 .
TO HAVE AND TO HOLD the Cross -Access Easement unto CAPKOV and its successors
and assigns in title forever; it being agreed that the rights and easements hereby granted are for the use
of, are appurtenant to and run with title to the Properties . ORANGE COUNTY warrants that it is
seized of the COUNTY Property in fee simple and has the right to convey the Cross -Access Easement
described herein .
(b) Temporary Construction Easement. The Parties , their successors and assigns ,
declare, grant and convey to each other, and their successors , assigns , agents and contractors , a sixty
foot (60 ' ) temporary construction easement (the "TCE") overlaying and extending beyond the
boundaries of the Cross -Access Easement Tract and over the COUNTY PROPERTY and CAPKOV ' s
New Lot 1 and New Lot 3 to complete the Infrastructure on the COUNTY Property and CAPKOV ' s
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New Lot 1 as also shown on Exhibit A attached and incorporated herein by reference, so that the
Parties have the absolute right and privilege to complete all Infrastructure requirements for the
respective development of the COUNTY Property and CAPKOV ' s New Lot 1 . This TCE shall
continue to be in effect at such additional times necessary for any future maintenance and repair of
previously completed Infrastructure . The easements herein conveyed include, but are not limited to ,
the right and privilege by Parties , its successors and/or assigns to go onto and to access the COUNTY
Property or the CAPKOV Property to complete Infrastructure construction, maintenance, and repairs
with vehicles , heavy equipment, machinery, construction supplies , and building materials
(collectively, the " Construction Activities") .
All Infrastructure installation, maintenance or repair undertaken by CAPKOV or ORANGE
COUNTY pursuant to this Section I shall be completed in a good and workmanlike manner, in a
manner that minimizes disruption to ORANGE COUNTY or CAPKOV, its successors and assigns ,
and shall keep the Properties free of liens or claims of liens . Further, the party installing Infrastructure
for the benefit of the CAPKOV ' s New Lot I or the COUNTY Property shall promptly repair damage
caused to the existing Infrastructure , structures , and buildings within the Cross -Access Easement Tract
and the Properties . This obligation shall run with the land to any successors and assigns in connection
with its installation, repair, and maintenance obligations hereunder.
(c) Construction Improvements of Cross -Access Easement. ORANGE COUNTY
shall construct and improve the Infrastructure within the Cross-Access Easement Tract in compliance
with the requirements set forth in the approved Construction Plans . The costs of the construction of
the Infrastructure within the Cross -Access Easement shall be borne solely by ORANGE COUNTY .
If CAPKOV ' s New Lot I Property is developed prior to the COUNTY Property, then CAPKOV shall
have the right to construct and improve the Infrastructure within the Cross-Access Easement Tract to
the same standards required by the approved Construction Plans provided all such construction
complies with the public bidding and contracting laws applicable to local governments in North
Carolina if such compliance is required by ORANGE COUNTY ' s legal counsel . If CAPKOV is in
full compliance with the requirements of the preceding sentence, CAPKOV shall be entitled to a full
reimbursement from ORANGE COUNTY of the cost of construction improvements over the Cross -
Access Easement Tract, including all reasonable and market-rate costs of management, materials and
labor documented by CAPKOV to ORANGE COUNTY with invoices for the materials and labor.
Reimbursement of invoices submitted by CAPKOV shall be paid by ORANGE COUNTY to
CAPKOV within sixty (60) calendar days of submittal .
(d) Maintenance and Repair of Cross -Access Easement . ORANGE COUNTY shall
maintain and repair the Infrastructure within the Cross -Access Easement in good repair and in full
compliance with all state and local regulations . The phrase "maintain and repair" as used in the
preceding sentence shall mean : (i) maintaining the Infrastructure within the Cross -Access Easement
Tract at all times in conformity with all governmental regulations and in a safe, sightly, clean and
functional condition, (ii) performing all necessary patching, paving and grading to fill ruts, holes or
washed-out sections of the Cross -Access Easement Tract, and (iii) the timely removal of snow and ice
accumulation in the same fashion ORANGE COUNTY performs for other government facilities . All
maintenance shall be performed so as not to unreasonably interfere with the continued use of the
Properties and the rights granted hereunder.
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CAPKOV shall be entitled to maintain or repair the Infrastructure within the Cross -Access
Easement Tract in the event ORANGE COUNTY, after receipt of written notice by CAPKOV, and
sixty (60) calendar days to complete the necessary maintenance or repair, ORANGE COUNTY fails
to maintain and repair the Infrastructure within the Cross -Access Easement to the standards set forth
in this Section l (d) . The cost-sharing provisions of Section l (e) (2) below shall apply in the event
CAPKOV maintains or repairs the Cross -Access Easement Tract.
(e) Cost Sharing for Maintenance and Repair; and Construction Entrance to
CAPKOV ' s New Lot 1 .
1 ) The Cross -Access Easement Tract can be used as a construction entrance for the
development of CAPKOV ' s New Lot 1 , provided that during the actual development and construction
of New Lot 1 , CAPKOV shall : (i ) keep the Cross -Access Easement Tract open for ORANGE
COUNTY ' s use at all times , (ii) keep the Cross -Access Easement Tract clean and free of debris during
all periods of construction , (iii) repair and restore the Cross -Access easement Tract to the same
condition it was in prior to the start of construction ; and (iv) be responsible for all costs and expenses
related to all of the foregoing .
2) Except as provided for in Section 1 (e) ( 1 ) above , the cost for maintenance and repair
of the area shown on Exhibit F entitled Cross -Access Easement Shared Maintenance Area, attached
hereto and incorporated herein by reference will be shared between the CAPKOV and the COUNTY
based on the pro -rata square footage of the buildings located on the COUNTY Property and
CAPKOV ' s New Lot 1 as determined by the final approved plans and/or certificate of occupancy for
the respective buildings located thereon. The remainder of the Cross Access Easement repair and
maintenance for the " Orange County Parking Area" shown on Exhibit F will be the sole responsibility
of ORANGE COUNTY .
ORANGE COUNTY shall be responsible for completing regular maintenance, repair or
improvements (after completed initial construction) to the Cross -Access Easement Tract and
ORANGE COUNTY shall be responsible for billing CAPKOV for its pro -rata share of maintenance
and repair as provided in the preceding paragraph . Prior to commencing any non-emergency
maintenance, repair or improvements , ORANGE COUNTY will provide CAPKOV, a proposal, for
all non-emergency repairs or maintenance costs estimated to exceed $ 5 , 000 . The proposal will provide
the scope of the work, including details of the necessary repair or maintenance, and the expected cost
thereof. CAPKOV may respond to any such proposal in writing within seven (7 ) business days from
the provision of the proposal , stating any concerns or alternatives preferred, and the COUNTY will
reasonably consider any concerns or alternatives stated by CAPKOV . However, the final decision
regarding the scope of the work and the cost thereof will be made by the COUNTY . CAPKOV shall
provide payment to ORANGE COUNTY for maintenance, repair, and any future improvements within
sixty (60) calendar days of written request by ORANGE COUNTY . In the event CAPKOV believes
there is maintenance , repair or improvements necessary to the Cross -Access Easement Tract, it may
provide a proposal to the COUNTY and request ORANGE COUNTY approve and complete the
necessary work .
CAPKOV shall not be required to share in the costs of maintenance and repair of the Cross-
Access Easement until it receives a certificate of occupancy or certificate of completion for any
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structure located on CAPKOV ' s New Lot I Property from the relevant governmental authority .
(f) Use of Access Easement. No barriers , obstructions , fences or other hindrances
to the free and unrestricted two -way pedestrian and vehicular traffic shall be erected or maintained on
or within the Cross-Access Easement Tract, except temporarily for reasonable times and in a
reasonable manner for purposes of performing maintenance or repair. Once constructed, the Cross-
Access Easement Tract shall not be used for the parking of vehicles within the Cross -Access Easement
Tract by CAPKOV, its successors , assigns , occupants , invitees , licensees , contractors or other person
accessing CAPKOV ' s New Lot 1 or New Lot 2 . Once constructed, the Cross -Access Easement Tract
shall not be used by either Party for the staging of materials , or the storage of personal property of any
kind without the written consent of the Parties .
2 . Stormwater Easements .
( a) Permanent Underground Storage Detention Facility Easement . ORANGE
COUNTY declares , grants and conveys for the benefit of CAPKOV, its successors and assigns , a non-
exclusive and perpetual right and easement over, upon, across and through the area labeled "Permanent
Underground Stormwater Detention Easement" as shown on Exhibit B attached hereto and
incorporated herein by reference (the " SDFE Tract") located on the COUNTY Property (the
"Stormwater Detention-Facility Easement" or " SDFE Easement") to run stormwater drainage
piping from CAPKOV ' s New Lot 1 through the SDFE Tract to the permanent underground storage
detention facility (the " SDF") located on the COUNTY Property as shown on Exhibit B , for the
purpose of transporting and discharging stormwater from Lot 1 over the SDFE Tract and into the SDF .
CAPKOV, its successors and assigns shall have the right of full and unimpeded access over the SDFE
to complete all demolition or construction as necessary to access the SDF structure and connect
piping directly to the SDF .
TO HAVE AND TO HOLD the permanent SDFE Easement unto CAPKOV, its successors
and assigns in title forever; it being agreed that the rights and easements hereby granted are for the use
of, are appurtenant to and run with title to the Properties . ORANGE COUNTY warrants that it is
seized of the COUNTY Property in fee simple and has the right to convey the SDFE Easement
described herein .
(i) CAPKOV, its successors or assigns is solely responsible for the perpetual
maintenance, repair and replacement, and the costs thereof, of any piping or other facilities it
constructs related to the SDF . CAPKOV will limit the impervious surface area on CAPKOV ' s New
Lot 1 to an amount not to exceed 1 . 59 acres , the design maximum impervious surface of the SDF for
stormwater running from CAPKOV ' s New Lot 1 .
(ii) CAPKOV will save and hold ORANGE COUNTY harmless from any
liability or costs associated with the construction of improvements necessary to access the SDF and
will bear full responsibility to restore any damage to the COUNTY Property and/or the SDF to the
original condition of the COUNTY Property and the SDF .
(iii) The cost for repair and maintenance of the permanent underground SDF
shall be shared between CAPKOV and the ORANGE COUNTY, pro rata, based on the square footage
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of impervious surface located on CAPKOV ' s New Lot 1 and the impervious surface located on the
COUNTY Property as determined by the final approved plans and/or certificate of occupancy for the
respective buildings located thereon. CAPKOV shall provide payment to ORANGE COUNTY for
maintenance and repair within sixty (60) calendar days of written request by ORANGE COUNTY
sent along with a billing invoice detailing the maintenance and repair completed . In the event
CAPKOV believes there is repair, maintenance or improvements necessary then it may provide a
proposal to the COUNTY and request the COUNTY to approve and complete the proposal .
CAPKOV, as the owner of New Lot 1 , shall not be required to share in the repair and maintenance of
the permanent SDF until it receives a certificate of occupancy or certificate of completion for any
building located on CAPKOV ' s New Lot 1 from the relevant governmental authority .
(iv) CAPKOV, its successors and assigns will exclusively maintain and repair
any and all piping constructed or other related stormwater improvements installed by CAPKOV
conveying stormwater from CAPKOV ' s New Lot 1 to the permanent SDF , and ORANGE COUNTY,
is successor and assigns will exclusively maintain and repair any and all piping or other related
improvements conveying stormwater from the COUNTY Property to the permanent SDF that
ORANGE COUNTY constructs .
(b) Temporary Stormwater Drainage Easement. ORANGE COUNTY declares , grants and
conveys for the benefit of CAPKOV , its successors and assigns , a non- exclusive and temporary (or
permanent if SB # I is converted to a permanent stormwater detention facility as provided in Section
2(b) (iv) below) right and easement over, upon, across and through that portion of the COUNTY
Property labeled "Temporary Stormwater Drainage Easement" as shown on Exhibit C , attached hereto
and incorporated herein by reference (the " SB# 1 Easement Tract") to the area shown as Sediment
Basin No . 1 (the " SB# 1 ") on the Construction Plans and located on the COUNTY Property, for only
so long as the temporary stormwater facility is in use during construction on CAPKOV ' s New Lot 1
(the " SB# 1 Easement") . The SB # 1 Easement granted herein is a temporary stormwater drainage
easement in favor of CAPKOV to access SB # 1 in connection with the development of CAPKOV ' s
New Lot 1 . The COUNTY further grants and conveys to CAPKOV, its successors and assigns , a
temporary construction easement over the COUNTY Property, including any necessary demolition
and construction activities to make stormwater connection to SB # 1 , for so long as the SB # 1 Easement
remains in effect (the " SB# 1 Temporary Construction Easement") .
TO HAVE AND TO HOLD the SB # 1 Easement and the SB # 1 Temporary Construction Easement
unto CAPKOV and its successors and assigns in title ; it being agreed that the rights and easements
hereby granted are for the use of, are appurtenant to , and run with title to the Properties . ORANGE
COUNTY warrants that it is seized of the COUNTY Property in fee simple and has the right to convey
the SB # 1 Easement, SB # 1 Temporary Construction Easement, and related rights described herein.
(i) CAPKOV as the Owner of New Lot 1 Property will be solely responsible to
exclusively maintain, repair or replace, at its sole cost any and all piping and related stormwater
improvements it constructs conveying stormwater from New Lot 1 to the SB # 1 facility . ORANGE
COUNTY will be solely responsible to exclusively maintain, repair or replace, at its sole cost any and
all piping and related stormwater improvements it constructs conveying stormwater to the SB # 1
facility .
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(ii) CAPKOV will save and hold ORANGE COUNTY harmless from any liability
or costs associated with the construction of improvements necessary to access SB# 1 and will bear fall
responsibility to restore any damage to the COUNTY Property and/or the SB # 1 to the original
condition of the COUNTY Property and the SB # 1 facility .
(iii) The cost for repair and maintenance of the SB # 1 facility shall be shared on a pro
rata basis between the CAPKOV ' s New Lot 1 Property and the COUNTY Property based on the square
footage of impervious surface located on, or to be located on, the respective parcels unless or until
ORANGE COUNTY is no longer utilizing the SB # 1 temporary facility, at which time ORANGE
COUNTY shall not be responsible for any such costs . CAPKOV as the owner of New Lot 1 shall not
be required to share in the repair and maintenance of SB # 1 until construction begins on CAPKOV ' s
New Lot 1 Property after receipt of all necessary permits from the relevant governmental agencies to
begin construction.
(iv) If it is not technically feasible or advisable for CAPKOV ' s development of New
Lot 1 to connect to the permanent SDF due to grade changes or other engineering impediments ,
CAPKOV, shall have the right to convert SB # 1 , to a permanent stormwater detention facility, subject
to conditions set forth in Section 2 (b) (v) below and also conditioned on CAPKOV bearing all costs of
construction , operation , maintenance and repair to convert SB # 1 to a permanent stormwater detention
facility . CAPKOV will save and hold ORANGE COUNTY harmless from any liability related to
CAPKOV ' s construction and operation of improvements necessary to utilize SB # 1 as a permanent
stormwater detention facility and CAPKOV will be responsible to restore any damage to the
COUNTY Property resulting from the same .
(v) ORANGE COUNTY shall have no obligation to contribute to the cost of
maintenance, construction, or repair of SB # 1 after the COUNTY Property is no longer utilizing SB # l .
Provided , however, ORANGE COUNTY will provide CAPKOV with a thirty (30 ) calendar day
written notice before it removes SB # 1 and returns it to a natural state . Within fifteen ( 15 ) calendar
days of receipt of such notice, CAPKOV may elect to assume sole and exclusive responsibility for the
operation, maintenance and removal of SB # 1 as well as returning it to its natural state if, and only if,
(i) CAPKOV ' s assumption of the operation and maintenance of SB # 1 does not delay or inhibit the use
of ORANGE COUNTY ' s Facility or the issuance of any certificate of occupancy or other
governmental permit necessary to formally close out ORANGE COUNTY ' s construction project .
CAPKOV shall bear all costs and expenses associated with assuming SB # 1 , including, but not limited
to amending ORANGE COUNTY ' s permits and plan applications to reflect CAPKOV ' s continued
use of the SB # 1 facility and recording the necessary easement .
3 . Temporary Construction Blanket Easement. ORANGE COUNTY declares , grants and
conveys for the benefit of CAPKOV, its successors and assigns , a non-exclusive, temporary right and
easement over, upon , across and through the COUNTY Property for the purpose of completing the
Infrastructure improvements in the Construction Plans in the event ORANGE COUNTY fails to meet
construction obligations as set forth in Recital D of this Declaration, which is incorporated herein by
reference (the " TCB Easement") . In the event CAPKOV causes any damage to the COUNTY
Property, upon completion of the Infrastructure by CAPKOV, it will restore the damaged portion of
the Property to a condition reasonably similar to its original state, except permanent Infrastructure .
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This TCB Easement will automatically terminate at such time that the Town of Hillsborough
has accepted and approved all of the Infrastructure installed by CAPKOV in accordance with the
Construction Plans .
4 . Sanitary Sewer Easement. The provisions that follow in subsections (a) , (b) and (c) of
this Section 4 apply if, and only if, (i) CAPKOV develops New Lot 1 prior to the development of the
COUNTY Property, or ( ii) the development of the COUNTY Property requires connection to the
sanitary sewer infrastructure described on Exhibit D described herein below . Notwithstanding the
foregoing , the Parties agree that currently, ORANGE COUNTY intends to exclusively locate the
sewer line in the proposed public right-of-way . If CAPKOV develops Lot 1 prior to ORANGE
County ' s development of the COUNTY Property, CAPKOV shall have the right to develop the
required sewer infrastructure in the location shown in Exhibit D under the terms and conditions set
forth in subsection (a) , (b) , and (c) below . If the development of the COUNTY Property requires
connection to the sanitary sewer infrastructure described on Exhibit D described herein below,
ORANGE COUNTY shall have the right to develop the required sewer infrastructure in the location
shown in Exhibit D under the terms and conditions set forth in subsection (a) (b) and (c) below .
(a) Grant of Sanitary Sewer Easement. The Parties , their successors and assigns
declare, grant and convey to each other a non-exclusive and perpetual right, easement, and privilege
to a twenty-five-foot (25 ' ) sewer easement (the " Sanitary Sewer Easement" or " SSE ") over that
portion of the CAPKOV or ORANGE COUNTY Property labeled " Sanitary Sewer Easement" as
shown on Exhibit D (the " Sanitary Sewer Easement Tract" or " SSET ") , attached hereto and
incorporated herein by reference . The SSE granted herein is for the purpose of connecting the
proposed new public sewer main line in accordance with the approved Construction Plans to the
existing sewer main line running from Waterston Drive and connecting with what is referred to by
the Town of Hillsborough as the Woodsedge Front Pump Station and is described on the Construction
Plans as "Proposed 25 ' Town of Hillsborough Sanitary Sewer Easement" . The SSE may serve the
COUNTY Property and CAPKOV ' s New Lot 1 . ORANGE COUNTY or CAPKOV shall be
permitted to install , repair and maintain any and all necessary utility Infrastructure within the Sanitary
Sewer Easement Tract. Nothing herein shall prevent ORANGE COUNTY from conveying the new
public sewer main line or a corresponding SSE to the Town of Hillsborough and CAPKOV will join
in any necessary Deed of Easement to the Town of Hillsborough upon ORANGE COUNTY ' s or the
Town of Hillsborough ' s request or requirement.
TO HAVE AND TO HOLD the Sanitary Sewer Easement unto ORANGE COUNTY and
CAPKOV, and its successors and assigns in title forever; it being agreed that the rights and easements
hereby granted are for the use of, are appurtenant to and run with title to the Properties . CAPKOV
and ORANGE COUNTY warrant that they are seized of their respective Properties in fee simple and
have the right to convey the Sewer Easement and related rights described herein.
(b) Grant of Temporary Sanitary Sewer Construction Easement . The Parties , their
successors and assigns , declare, grant and convey to each other a (40 ' ) Temporary Construction
Sanitary Sewer Easement (hereinafter "TSSCE") over their respective Properties labeled "Temporary
Construction Easement" as shown on Exhibit D to complete the Infrastructure associated with the 25 '
Town of Hillsborough Sanitary Sewer Easement and this TSSCE shall continue to be in effect until
such time as the Town of Hillsborough has been granted a Deed of Easement for the 25 ' Town of
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Hillsborough Sanitary Sewer Easement and accepted the sewer main line into Hillsborough ' s
perpetual maintenance program. The easements herein conveyed include, but are not limited to , the
right and privilege by ORANGE COUNTY, its successors and/or assigns or CAPKOV, its successors
and assigns to go onto and to access the COUNTY Property or CAPKOV Property to the extent
necessary to complete construction, with vehicles , heavy equipment, machinery , construction
supplies , and building materials (collectively, the " Construction Activities ") ,
(c) Construction Improvements within the Sanitary Sewer Easement Tract.
ORANGE COUNTY shall construct and improve the Sanitary Sewer Easement Tract in compliance
with the approved Construction Plans . The costs of the construction improvements herein shall be
borne solely by ORANGE COUNTY . If CAPKOW S New Lot 1 is developed prior to the COUNTY ' s
Property, then, if necessary, CAPKOV shall have the right to construct and improve the Sanitary Sewer
Easement Tract to the same standards required by the Construction Plans provided all such
construction complies with the public bidding and contracting laws applicable to local governments
in North Carolina if such compliance is required in the opinion of ORANGE COUNTY ' S legal
counsel . If CAPKOV is in full compliance with the requirements of the preceding sentence ,
CAPKOV shall be entitled to a full reimbursement from ORANGE COUNTY of the cost of
construction improvements over the SSET, including all reasonable and market-rate costs of
management, materials and labor documented by CAPKOV to ORANGE COUNTY with invoices for
the management, materials and labor. Reimbursement of invoices submitted by CAPKOV shall be
paid by ORANGE COUNTY to CAPKOV within sixty (60) calendar days of submittal .
5 . Parties Entrance Sign Easement.
(a) Grant of Signage Easement . CAPKOV grants and conveys to ORANGE
COUNTY and ORANGE COUNTY grants and conveys to CAPKOV an entrance sign easement
(hereinafter " Signage Easement") located at the northeastern and the northwestern corners of the
entrance road off of Waterstone Drive , in the areas labeled " Signage Easement" as shown on Exhibit
E, attached hereto and incorporated herein by reference (collectively the " Sign Easement Tract") . It
being the intent of this grant of Sign Easement that to the extent the location of Signage Easement is
on the CAPKOV Property or to the extent the location of the Signage Easement is on the COUNTY
Property, that the Parties , have granted and conveyed, and hereby do grant and convey, to the other
Party the Signage Easement . Nothing contained in this Declaration shall prevent ORANGE COUNTY
or CAPKOV from erecting other signs on their respective Properties as long as the other signage does
not interfere with the Signage Easement conveyed herein . The provisions set forth in subsection (a) ,
(b) , (b) (i) and (b) (n) shall not apply : (i) if ORANGE COUNTY or CAPKOV elect to have separate
signage without need for the Signage Easement on the other Party ' s property; and (ii) ORANGE
COUNTY or CAPKOV communicates its decision for separate Signage in writing to the other party
prior to the end of the seven ( 7 ) day response period to the proposed work as set forth in subsection
(b) (i) "Initial Construction" below. Should either party elect for separate Signage, ORANGE
COUNTY and CAPKOV shall be solely responsible for the construction and maintenance of its
separate sign . If ORANGE COUNTY or CAPKOV elect to have separate Signage, all signage
constructed shall not interfere with the public ' s view of constructed Signage from the roadway .
Notwithstanding the foregoing , the election of either ORANGE COUNTY or CAPKOV not to utilize
the Signage Easement or utilize any shared signage shall not restrict or impair the ability of the non-
electing Party to benefit from and otherwise utilize the Signage Easement .
10
TO HAVE AND TO HOLD the Signage Easement unto CAPKOV, ORANGE COUNTY and
their successors and assigns in title forever; it being agreed that the rights and easements hereby
granted are for the use of, are appurtenant to and run with title to the Properties . ORANGE COUNTY
and CAPKOV warrant that they are seized of their respective Properties in fee simple and have the
right to convey the Signage Easement and related rights described herein .
(b) Construction Maintenance, Repair and Landscaping The sign constructed on the
Signage Easement Tract will be in compliance with the Town of Hillsborough regulations and identify
the users and/or uses on the COUNTY Property and identify the users and uses on the CAPKOV
Property, with ORANGE COUNTY ' s users and uses identified in the primary or first position on the
signage, but with the Parties sharing equal space and size on the sign .
(i) Initial Construction . The Party first to complete the development of its
building or facility shall be responsible for constructing the sign within the Signage Easement. Before
any proposed initial construction of the sign ("Work") is undertaken, the Party obligated herein to
complete the construction of the sign will provide the other Party with a written proposal for the scope
of the Work, including details of the design of the sign and related landscaping within the Signage
Easement Tract, and the expected cost thereof. The other Party may respond to any such proposal in
writing within seven (7) business days from the provision of the proposal , stating any concerns or
alternatives preferred, and each Party will reasonably consider any concerns or alternatives stated by
the other Party . However, the final decision regarding the scope of the Work and the cost thereof will
be made by the Party obligated herein for the construction and all such construction shall comply with
the public bidding and contracting laws applicable to local governments in North Carolina if such
compliance is required by ORANGE COUNTY ' s legal counsel . Each Party shall pay 50 % of the
initial construction and landscaping costs for the signage . The Party responsible for the Work shall be
responsible for billing the other Party and payment from the other Party shall be due within sixty (60)
calendar days of the date the invoice is delivered .
(ii) Maintenance, Repair and Landscaping. After completion of the Work
described in Section 5 (b) and 5 (b) (i ) above the Parties shall share ongoing costs of maintenance, repair
and landscaping costs or any further improvements to the Signage Easement Tract pursuant to the
Signage Easement. ORANGE COUNTY shall be the responsible Party for completing regular
maintenance, repair, landscaping or any future improvements and ORANGE COUNTY shall be
responsible for billing CAPKOV for its 50 % share of the costs . ORANGE COUNTY will follow the
same procedures as the initial Work for ongoing maintenance, repair and landscaping or future
improvements , providing CAPKOV, a proposal , response time all as described in Section 5 (b) (i)
above . CAPKOV shall provide payment to ORANGE COUNTY for ongoing maintenance, repair,
landscaping and any future improvements within sixty ( 60) calendar days of written request by
ORANGE COUNTY .
(iii) Proposals and Notices . Proposals and payment notices set forth herein may
be provided by email or postal letter to the CAPKOV or the COUNTY and the Parties shall keep each
other updated with current email, cell phone and property addressing, notifying the other of any
changes in current information already provided to each other.
11
6 . Temporary Road Construction Easement and Other Infrastructure
Improvements : New Right Turn Lane, New Left Turn Lane, New Break In Existing Median and
Retain Wall Temporary Construction Easement, Public Right-of--Way Dedication and Bus Stop .
(a) Grant of Temporary Construction Easement. CAPKOV declares , grants and conveys
for the benefit of ORANGE COUNTY, its successors and assigns , agents and contractors , a temporary
construction easement over, upon , across and through that certain portion of CAPKOV ' s Property,
located along Waterstone Drive (a variable width right- of-way) to complete Infrastructure
improvements referenced as "New Right Turn Lane With Taper Per TIA Recommendation, New
Break in Existing Median Per TIA Recommendation, New Left Turn Lane with Taper Per TIA
recommendation and Cast in Place Retaining Wall , Design by Others , and Bus Stop" (collectively the
"Road Construction Easement", as shown on Exhibit A (the "Road Construction Easement Area")
For purposes of clarification, the New Left Turn Lane, New Break in Existing Median and a portion
of the Retaining Wall Infrastructure Improvements , and Bus Stop are located primarily in the existing
Waterstone Public Right-of--Way or on ORANGE COUNTY Property . However, all the road
Infrastructure improvements referenced on Exhibit A, permitted by this Road Easement include, but
are not limited to , grading, paving, curb and gutter, striping, drainage modifications , utilities , if any,
traffic control and restoration. All Infrastructure improvements described herein will be constructed
in full compliance with the approved Construction Plans as required by the Town of Hillsborough .
The Road Construction Easement conveyed herein will terminate upon full governmental acceptance
of the relevant Improvements and formal dedication and acceptance by the Town of Hillsborough .
TO HAVE AND TO HOLD the Road Construction Easement unto ORANGE COUNTY and
its successors and assigns , contractors , and agents as provided herein ; it being agreed that the rights
and easements hereby granted are for the use of, are appurtenant to and run with title to the Properties .
CAPKOV warrants that it is seized of the CAPKOV Property in fee simple and has the right to convey
the Road Construction Easement described herein .
(b) Construction Improvement Costs . ORANGE COUNTY shall bear all costs of design,
permitting and construction of the Improvements described in this Section 6 . If CAPKOV ' s New Lot
1 Property is developed prior to the COUNTY Property, then CAPKOV shall have the right to
construct new right-turn lane with taper to the same standards required by the Construction Plans
provided all such construction complies with the public bidding and contracting laws applicable to
local governments in North Carolina if such compliance is required by ORANGE COUNTY ' s legal
counsel . If CAPKOV is in full compliance with the requirements of the preceding sentence,
CAPKOV shall be entitled to a full reimbursement from ORANGE COUNTY of the cost of
construction improvements , including all reasonable and market-rate costs of management, materials
and labor documented by CAPKOV to ORANGE COUNTY with invoices for the management,
materials and labor. Reimbursement of invoices submitted by CAPKOV shall be paid by ORANGE
COUNTY to CAPKOV within sixty (60) calendar days of submittal .
(c) Dedication of Public Right-of--Way. CAPKOV agrees to dedicate additional public
right- of-way along Waterstone Drive to the extent necessary for the Improvements described in this
Section 6 , as shown on the Constriction Plans and any necessary recordable plat . ORANGE
COUNTY shall prepare all plats and documents and pay associated costs required for the dedication .
12
(d) Reciprocal Access Easement . ORANGE COUNTY and CAPKOV hereby grant to one
another reciprocal non-exclusive easements for pedestrian and vehicular access , maintenance and
repair, specifically including the right of the public to use the bus stop adjacent to CAPKOV ' s New
Lot 3 to the extent necessary over and across portions of their respective Properties to complete and
utilize the Infrastructure improvement requirements described in this Section 6 .
T Half of the Roadway Construction Cost to Final Phoebe Street Connection . In
the event the Town of Hillsborough requires CAPKOV, or its assigns to make a payment in lieu, to
have constructed, or alternatively to require CAPKOV to reimburse the Town of Hillsborough for its
constriction of one-half ( 1 /2) of the roadway improvements to connect the current termination point
of the entrance road serving New Lot 1 and New Lot 2 to the border of the COUNTY ' s Property as
shown on the Construction Plans , then ORANGE COUNTY will reimburse CAPKOV all expenses
related thereto up to a maximum of Thirty-Five Thousand ($ 35 , 000 . 00) and no/ 100 Dollars , within
sixty (60) calendar days of any obligation becoming effective .
8 . Restricted Uses of CAPKOV Property . No portion of the CAPKOV Property, being
CAPKOV ' s New Lot 1 and CAPKOV ' s New Lot 3 (as same may be subdivided, sold, leased or
otherwise conveyed) shall be used for any of the Prohibited Uses set forth in Exhibit H attached hereto
and incorporated herein by reference .
9 . Landscape Maintenance of Declarant Property. The Parties will maintain
landscaping on the Properties to a reasonable and customary standard. Landscape maintenance shall
include at a minimum but not be limited to bi-annual fertilization, annual aeration, annual reseeding,
maintaining the turf at four (4) inches or below, annual leaf blowing and pruning and replacing trees
and shrubbery as necessary .
10 . Remedies . The terms and conditions of the easements , obligations and restrictions
contemplated by this Declaration shall be enforceable by actions for specific performance or injunction
in addition to any other remedies available at law or in equity, including recovery of reasonable
attorneys ' fees and court costs from the defaulting Party. If either Party fails to perform its
maintenance, repair or replacement obligations as contemplated by this Declaration , then the Party
demanding compliance may perform whatever action is reasonably necessary to cure the problem at
the expense (including reasonable attorneys ' fees) of the nonperforming Party, provided :
(a) The Party demanding compliance has provided written notice to the
nonperforming Party specifying the action requested and the nonperforming Party has not responded
to the Party demanding compliance or commenced the requested work within thirty (30) calendar days
following the mailing of such notice by the other Party ; or
(b) The Party demanding compliance has provided written notice to the
nonperforming Party specifying the action requested and the nonperforming Party has not completed
the requested work within sixty (60) calendar days following the mailing of such notice by the other
Party; provided, if the requested work requires more than sixty (60) calendar days to complete , the
nonperforming Party shall have a reasonable amount of time to complete the work so long as such
work is pursued in a diligent manner.
13
Except as otherwise provided for in the Declaration, an itemized invoice with supporting
documentation shall be provided to the nonperforming Party within thirty (30) calendar days following
the completion of any work performed on its behalf, and the nonperforming Party shall reimburse the
other Party for all such expenses within sixty (60) calendar days following its receipt of such invoice .
11 . Covenants Run With The Land . The rights , obligations and benefits established
pursuant to this Agreement shall run with title to the Properties and shall inure to and be for the benefit
of the Parties and their successors and assigns , and those claiming by , through or under them .
12 . Headings . The headings of this Declaration are for the purpose of reference only and
shall not limit or define the meaning thereof.
13 . Governing Law. This Declaration shall be construed and enforced in accordance
with , and governed by, the laws of the State of North Carolina . If any provision contained in this
Declaration shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this Declaration and this
Declaration shall be construed as if such invalid, illegal or unenforceable provision had never been
contained in this Declaration.
14 . Modifications . This Declaration or any term hereof may not be changed, waived,
modified, or terminated orally, but only by an instrument in writing signed by the Party against whom
the enforcement of the change, waiver modification, or termination is sought .
15 . Notices . All notices , requests , demands and other communications hereunder shall be
in writing , shall be given simultaneously to the parties below and shall be delivered by either certified
mail , postage pre-paid , return receipt requested or by nationally recognized overnight courier service,
or by email with receipt verified . Any notice or communication given hereunder shall be deemed to
have been given, rendered or made on the date so delivered. Refusal to accept delivery shall constitute
receipt . Until notice of a change is delivered, notices shall be directed as follows :
If to CAPKOV : Capkov Ventures , Inc .
112 Milton Street
Chapel Hill , NC 27514
Attn : Eric B . Chupp or Joe Kovens
With a Copy to : Beemer, Hadler &Willett, P . A
1829 E . Franklin Street, Suite 800B
Chapel Hill , NC 27514
Attn : Wayne R. Hadler
If to ORANGE COUNTY : Orange County, North Carolina
300 West Tryon Street
Hillsborough , NC 27278
Attn : Travis Myren , County Manager
With a copy to : Orange County Attorney
300 West Tryon Street
14
Hillsborough , NC 27278
Attn : John Roberts
16 . Compliance with Laws . All rights granted by this Declaration shall be exercised in
accordance with , and only to the extent permitted by, all applicable laws , ordinances , rules , and
regulations .
17 . Approval of Construction Plans . Subject to the terms hereof, CAPKOV hereby
approves the Construction Plans .
18 . Entire Agreement . This Declaration contains the entire agreement of the Parties
pertaining to the subject matter of this Declaration and supersedes all prior and contemporaneous oral
communications and agreements and all prior and contemporaneous written communications and
agreements related to the subject matter of this Declaration.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK—SIGNATURE PAGES FOLLOW]
15
(Signature Page 1 of 21
IN WITNESS WHEREOF, the Parties have caused this Declaration of Easements and
Restrictive Covenants to be signed as of the day and year first above written.
CAPKOV VENTURES , INC .,
a North Carolina Corporation
By :
Name : Eric B . Chupp
Title : Vice-President
STATE OF NORTH CAROLINA
COUNTY OF ORANGE
I , , a Notary Public , certify that ERIC B . CHUPP personally
came before me this day and acknowledged that he is Vice-President of Capkov Ventures , Inc . , a
North Carolina corporation, and that he, as Vice-President and being authorized to do so , executed
this Declaration of Easements and Restrictive Covenants on behalf of the company.
Witness my hand and official seal, this day of , 2026 .
Notary Public
My Commission Expires :
PLACE NOTARY SEAL BELOW
16
[ Signature Page 2 of 21
THE COUNTY OF ORANGE ,
a body politic and corporate ,
a political subdivision of the State of North Carolina
By : Qw V ��j.�.. ' ( Seal)
can Hamilton, Chair
Orange County, North Carolina
Board of Commissioners
( Seal)
aura Jensen , C
Orange County, orth Carolina
Board of Commissioners
STATE OF NORTH CAROLINA
COUNTY OF
I, OR v� . �,� , Notary Public for the County of n , State of
North Oarolina, certify that LAURA JENSEN, personally appeared before meoh the day of
2026 and acknowledged that she is the Clerk to the Board of Orange County, North
Carolina, Board of County Commissioners , and to verify Jean Hamilton ' s execution of this
Declaration of Easements and Restrictive Covenants , that Jean Hamilton is Chair of the Orange
County Board of Commissioners and signed in that capacity .
Witness my hand and official stamp or seal, this the 000 — day of � . � , 2026 .
No dry Public
My Commission Expires :
PLACE NOTARY SEAL BELOW
SAP►- M. 600
No 000
NOTA/3y
o ;P •
40•,,�'GF' coUN� .
17
EXHIBIT A
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16
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0 ( n )
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F. ,& HIBIT G
CONSTRUCTION PLANS
FIRST PAGE
TIMMONS �GROUP **,*0 % CLO
SITE CONSTRUCTION DRAWINGS FOR:
ORANGE COUNTY CRISIS
DIVERSION FACILITY
Y
HILLSBOROUGH, NC 27278
SECOND SITE PLAN SUBMITTAL: 6/18125
THIRD SITE PLAN SUBMITTAL: 7121/25
at
FOURTH SITE PLAN SUBMITTAL 8/20/25
FIFTH SITE PLAN SUBMITTAL / CD SUBMITTAL: 12/01/25
SECOND CD SUBMITTAL: 02/25/26
THIRD CD SUBMITTAL: 04/09/26 At
DECLARATIONS SET: 05/06/26
03
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F. AHIBIT H
NEW LOT 1 AND NEW LOT 3 PROHIBITED USES
i . laundry or dry-cleaning establishment,
ii * casino , gaining room or off-track betting establishment;
iiis 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 fiunes , 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, 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) ;
x4 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.