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072417 land exchange agreementLAND EXCHANGE AGREEMENT THIS LAND EXCHANGE AGREEMENT ("Agreement") is made effective as of July _, 2017 by and among Randolph County, a North Carolina county and governmental body ("the "County"), Greensboro - Randolph Megasite Foundation, Inc., a North Carolina non-profit corporation ("GRMF'), and North Carolina Railroad Holdings I LLC, a North Carolina limited liability company ("NCRR"). The County, GRMF and NCRR are sometimes referred to in this Agreement collectively as the "Parties" and individually as a "Party". RECITALS A. The County owns those certain properties in Randolph County, North Carolina sometimes known as Megasite Parcels 3, 6, 7 and 12 and being more particularly described on Exhibit A, attached hereto and incorporated herein by reference (together with all improvements located thereon, if any, and all appurtenances thereto, the "County Parcels"). B. GRMF owns those certain properties in Randolph County, North Carolina sometimes known as Megasite Parcels 63, 64, 65, 67 and 92 and being more particularly described on Exhibit B, attached hereto and incorporated herein by reference (together with all improvements located thereon, if any, and all appurtenances thereto, the "GRMF Parcels" ). C. NCRR is the surviving entity from the merger between North Carolina Railroad Holdings I, LLC, a North Carolina limited liability company, and North Carolina Railroad Holdings Il, LLC. D. NCRR owns those certain properties in Randolph County, North Carolina sometimes known as Megasite Parcels 41, 42, 44, 45 and 46 and being more particularly described on Exhibit C, attached hereto and incorporated herein by reference (together with all improvements located thereon, if any, and all appurtenances thereto, the "NCRR Parcels"). E. The Parties desire to reconfigure and exchange certain portions of the County Parcels, the GRMF Parcels and the NCRR Parcels (the "Exchange Parcels") among themselves to improve the value of those properties and adjacent parcels owned by the Parties, and to facilitate economic development and job growth, all in accordance with the terms and conditions more particularly set forth in this Agreement. F. The drawings attached hereto as Exhibit D -I and incorporated herein by reference illustrate the current configuration of the Parties' Megasite properties, and the drawing attached hereto as Exhibit D-2 illustrates the anticipated configuration after consummation of the transactions provided for in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Due Diligence. 1.1 Due Diligence Documents. To the extent not previously provided, within. five (5) business days after the Effective Date (as defined in paragraph 11.1 below), each Party shall deliver to the other the following documents, but only to the extent the items exist, are in the possession or reasonable control of the delivering Party and pertain to the delivering Party's Exchange Parcels: (a) policies of title insurance, including applicable endorsements thereto; (b) surveys; (c) unrecorded plats and maps; (d) environmental site assessments; (e) soil and geotechnical study results and reports; (f) other engineering study results and reports; and (g) permits or approvals issued or granted by governmental or quasi -governmental authorities (collectively, "Due Diligence Documents"). Due Diligence Documents may be provided in physical or electronic formats, or both. The Parties have agreed to exchange Due Land f-whange Agreement i #991557x.4 4827-1654-6123, v. 1 Diligence Documents to facilitate and expedite the transactions contemplated under this Agreement, but no Party makes or will be deemed to have made any representation or warranty, express or implied, as to any of the Due Diligence Documents. Each Party acknowledges and agrees that the Due Diligence Documents provided by the other Parties do not necessarily provide complete or accurate information regarding the Exchange Parcels. Each Party is responsible for performing its own due diligence on the Exchange Parcels it will acquire pursuant to this Agreement. 1.2 Inspections. As used in this Agreement, the term "Inspections" means physical inspections, surveys, appraisals, soil, geotechnical and other engineering studies, environmental site assessments and other reasonable assessments, investigations, examinations and studies of the Exchange Parcels. The term "Contractors" means and refers to a Party's consultants, contractors, subcontractors and their respective agents and representatives. Prior to Closing (as defined in paragraph 3.1 below) under this Agreement, each Party and its Contractors may enter the other Parties' Exchange Parcels for the purpose of conducting Inspections after first giving the Party owning such Exchange Parcel(s) both reasonable advance notice (which may be given in person, by phone or other expedient medium and need not be given formally in writing) and the opportunity to have a representative present during such Inspections. 1.3 Invasive and Destructive Testing. Notwithstanding the foregoing, each Party acknowledges that any invasive or destructive testing (including without limitation a Phase II Environmental Site Assessment) of the other Party's Exchange Parcels will require the prior written consent of the Party who owns the Exchange Parcel(s) to be tested. 1.4 Insurance. Prior to entering the other Party's Exchange Parcels to conduct Inspections, the Party conducting Inspections shall deliver to the other Party proof of commercial liability insurance (which may be in the form of an ACORD certificate) with coverage for personal injury, death and property damage in the amounts of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate issued by an insurer reasonably acceptable to the other Party. Each Party shall cause its Contractors to carry commercially reasonable commercial liability insurance. 1.5 Liens. No Party shall cause or permit any claim of lien to be filed by its Contractors against the other Parties' Exchange Parcels, and, if any such claim of lien is filed, shall cause it to be discharged of record within thirty (30) days of filing, which obligation will survive the termination of this Agreement. Any such lien not discharged of record within thirty (30) days of filing may be discharged by the owner of the applicable Exchange Parcel, and all cost and expense of doing so will be payable upon demand by the Party effecting such discharge from the Party whose Contractor(s) filed the lien. 1.6 Termination Option. Each Party shall have the option to terminate this Agreement by giving written notice to the other Parties on or before the sixtieth (60th) day after the Effective Date (the "Inspection Period') in the event the Party determines that the Exchange Parcels are unsuitable for its intended uses or otherwise unacceptable to the Party. Upon such termination no Party will have any further rights or obligations under this Agreement other than those that survive termination. 1.7 Restoration and Mutual Indemnity. If this Agreement is terminated prior to Closing, each Party shall repair and restore any damage to the other Party's Exchange Parcels resulting from the acts or omissions of the inspecting Party or its Contractors in the course of performing Inspections other than: (a) damage to vegetation; (b) damage or diminution in value resulting from the discovery of latent defects or hazardous materials not caused or introduced by the inspecting Party or its Contractors; and (c) damage resulting from the negligence or intentional misconduct of the Party that owns the damaged Exchange Parcel(s) and its Contractors. To the maximum extent permitted by applicable law, each Party shall indemnify, defend and hold the other Parties harmless from and against any and all claims, losses, Land Exchange Agreement 2 #991557v.4 4827-1654-6123, v. 1 damages and liabilities (including reasonable attorneys' fees and costs of collections but specifically excluding the matters described in clauses (a), (b) and (c) above) resulting from or related to Inspections performed by or on behalf of the indemnifying Party or its Contractors other than the matters described in clauses (a), (b) and (c) above. The provisions of this paragraph will survive the termination of this Agreement. 1.8 Right to Inspection Results. If this Agreement is terminated prior to Closing, each Party shall have the right to request copies of the reports, studies, and other results of Inspections of the other Parties (collectively, "Inspection Results"). Each Party agrees to provide its Inspection Results promptly upon the written request of another Party, but only to the extent so requested. Notwithstanding the foregoing: (a) no Party will be deemed to have made any representation or warranty of any kind, express or implied, as to its Inspection Results; (b) this clause shall not be construed as obligating either Party to deliver to the other Party any documents or information of a confidential and proprietary nature; and (c) no Party in default of this Agreement will be entitled to obtain the other Parties' Inspection Results. 2. Title and Plats. 2.1 Title. The Exchange Parcels shall be conveyed free and clear of all liens and exceptions other than Permitted Exceptions. As used in this Agreement, the term "Permitter! Exceptions" means (a) the lien for ad valorem taxes for the calendar year in which Closing occurs, (b) matters of zoning and land use regulation, (c) matters of record as of the Effective Date, with the exception of any judgments, monetary liens or encumbrances, mortgages, deeds of trust, assignments of leases to secure indebtedness and other security agreements and loan documents, all of which shall be released prior to Closing, (d) matters that would be revealed by a current survey; (e) matters shown on the final Plats (hereinafter defined) or otherwise arising as a result of the transactions contemplated by this Agreement; and (f) Megasite Project Agreement entered into among the parties ("Project Agreement and the Declaration of Restrictive Covenants recorded in Book 2519, Page 1018, Randolph County Registry. Notwithstanding the foregoing, County acknowledges that Parcel 67 will be conveyed subject to a lease to the prior owners that expires on July 20, 2017 and Parcel 63 will be conveyed subject to access rights to the prior owner for purpose of removing personal property from said Parcel which right will expire July 31, 2017. Each Party shall have the option and right to search title to the other Parties' Exchange Parcels. In the event a title search reveals an exception or encumbrance of title which a Party finds objectionable or that would interfere with its intended use of the Exchange Parcels, it may notify the Party who owns the affected Exchange Parcel(s) and work to resolve the matter prior to the expiration of the Inspection Period. Except as may be specifically agreed otherwise in writing, no Party has a duty to cure or attempt to cure objections to title or survey raised by the other Parties. 2.2 Plats. Promptly after the execution of this Agreement, NCRR will cause to be prepared one or more draft plats (collectively, the "Plats"), to effect the reconfigurations illustrated on Exhibit D and described as follows: (a) Parcel 6 will be subdivided into two (2) parcels by a new north -south line; (b) the northern portion of Parcel 7 will be subdivided into two (2) parcels by a new north -south line; and (c) Parcel 45 will be subdivided into two (2) parcels by a new east -west line. The use of the terms "subdivision" and "recombination" in this Agreement is not meant to be exclusive, and the Parties agree that the Plats may provide for any subdivision of the affected Exchange Parcels, or recombination with other Exchange Parcels or Megasite parcels owned by the Parties, or a combination of subdivision and recombination. NCRR will provide the drafts to the County and GRMF for approval, which approval will not be unreasonably withheld, conditioned or delayed. Once the Parties have approved the Plats, they shall apply for and diligently pursue all governmental approvals that may be necessary or that they deem appropriate in connection with the Plats. Land FYchange Agreement 3 #991557v.4 4827-1654-6123, v. 1 3. Closing. 3.1 Closing Date and Phases. The consummation of the transactions contemplated herein ("Closing") shall take place within thirty (30) days after the expiration of the Inspection Period or an earlier date mutually agreed to by all of the Parties (the "Closing Date"), The Closing Date shall be deemed automatically extended to allow for any express cure rights provided for in this Agreement. Closing will be conducted by counsel for the Parties or another closing agent on whom the Parties mutually agree ("Closing Agent"). Closing will consist of two (2) distinct phases, one immediately after the other: (a) At the first phase of Closing, GRMF shall convey to NCRR fee simple title to all of Parcels 63, 64, 65, 67 and 92 for a purchase price of One Million Forty -Seven Thousand Four Hundred Eight and No/100 Dollars ($1,047,408.00) (the "GRMF Proceeds") to be paid at Closing by NCRR to GRMF by wire transfer of immediately available U.S. finds, to be held in escrow by Closing Agent until completion of both phases of Closing. GRMF and NCRR acknowledge and agree that the GRMF Proceeds are subject to the terms and conditions set forth in that certain Agreement Regarding Funds between GRMF and NCRR dated on or about the date of this Agreement. (b) At the second phase of Closing, (i) the County shall convey to NCRR fee simple title to all of Parcels 3 and 12 and the western portions of Parcels 6 and 7, as reconfigured pursuant to the Plats, and (ii) NCRR shall convey to the County fee simple to all of Parcels 41, 42, 44, 46, 63, 64, 65, 67 and 92 and the northern portion of Parcel 45 as reconfigured pursuant to the Plats. NCRR and the County have determined that the properties to be exchanged at the second phase of Closing are of reasonably equivalent value, and no additional cash consideration is due between the County and NCRR in connection with the second phase of CIosing. (c) In conjunction with the second phase of Closing, the County shall execute paperwork necessary to terminate the easement known locally as Orange Blossom Drive and crossing those tracts owned by Randolph County (3.86 acres identified by Randolph County Tax Parcel Identification Number 8718.33.3976; 7.78 acres identified by Randolph County Tax Parcel Identification Number 8718.33.7986; 390 acres identified by Randolph County Tax Parcel Identification Number 8718.43.5778) and crossing the tract owned by Bobby Lee Ferguson and Brenda Ferguson Stephens (identified by Randolph County Tax Parcel Identification Number 8718.23.7946). This Termination of Easement shall extinguish any easement over and upon the lands currently owned by Bobby Lee Ferguson and wife, Dorothy C. Ferguson, Bobby Lee Ferguson and Brenda Ferguson Stephens and Randolph County. 3.2 Conditions to Closing. It shall be a condition to each Party's obligation to consummate Closing that: (a) the other Parties shall have delivered to the Closing Agent their Closing Deliverables, as defined in paragraph 3.3 below; (b) the other Parties' representations and warranties in section S below shall be true and correct in all material respects; (c) the final Plats shall have been approved by all necessary governmental authorities; (d) the other Parties are able to deliver fee simple title to the properties they are required to convey hereunder subject only to Permitted Exceptions; and (e) the other Parties shall have paid all costs required to be paid at or prior to Closing (all of the foregoing, collectively, the "Closing Conditions"), The mere fact that a Party's Closing Conditions are unmet will not, in and of itself, constitute a breach or default by another Party. If a Party's Closing Conditions are not met on or before the tenth (10h) day prior to the then scheduled Closing Date, that Party may either elect by written notice to the other Parties, in its sole discretion, to waive its unmet Closing Conditions, or to extend the Closing Date by up to thirty (30) days to allow such conditions to be met, or to terminate this Agreement, in which case the Parties will have no further rights or obligations under this Agreement Land Exchange Agreement 4 #991557v.4 4827-1654-6123, v. 1 other than those that expressly survive termination. Unless otherwise agreed in writing by all Parties, no Party shall be entitled to the Closing Date under this paragraph more than once. 3.3 Closing Deliverables. At or prior to Closing, each Party agrees to deliver to the Closing Agent the following: (a) an original, executed and acknowledged special warranty deed in recordable form for the properties it is required to convey hereunder, subject only to Permitted Exceptions and using the grantor's legal description (which shall be derived from the Plats as to the parcel shown thereon); (b) a quitclaim bill of sale as to personal property located on the properties it is required to convey hereunder; (c) such owner's affidavits and lien waivers as the other Parties' title insurers may reasonably require to insure title the properties being acquired hereunder without exception for mechanics' or materialmen's liens claiming by or through the granting Party; (d) an executed FIRPTA; (e) an executed 1099; (f) such evidence of its organization, existence and the authority of the individual(s) signing on its behalf as the other Parties and their title insurers may reasonably require; (g) to the extent applicable, its original, acknowledged signature(s) to the recordable Plats; (h) as to the County only, an assignment of all railroad crossing rights and access easement rights appurtenant to all or any portion of Parcel 7 (including without limitation those arising under the easement recorded in Book 1370, Page 1606, Randolph County Registry) in recordable form and in substance reasonably satisfactory to NCRR; and (i) such other documentation as may reasonably be necessary to consummate the transactions contemplated herein (all of the foregoing, collectively, "Closing Deliverables"). 3.4 Costs, Expenses and Adjustments. The Parties agree to split equally the reasonable out- of-pocket cost to prepare the Plats (excluding attorneys' fees). Each Party shall pay at or prior to Closing: (a) to the extent applicable, excise taxes on the properties it is required to convey hereunder based on the tax value of the land comprising such properties (excluding the tax value of any improvements and prorated on a per -acre basis for any properties reconfigured pursuant to the Plats); (b) any installments of confirmed assessments against the properties it is required to convey hereunder due and payable on or before the Closing Date; (c) ad valorem taxes on its Exchange Parcels for all calendar years prior to the calendar year in which Closing occurs, including any and all deferred or rollback taxes (including interest); (d) the cost to record the deed(s) for the properties it acquires pursuant to this Agreement; (e) any title insurance premiums or endorsements fees with respect to the properties it acquires pursuant to this Agreement; and (f) its costs and expenses incurred in connection with its Inspections. Ad valorem taxes applicable to the properties being conveyed hereunder will be prorated between the applicable grantor and grantee on a calendar year basis. In the event that the applicable tax bills are not available at the time of Closing, the Parties agree to estimate the amounts due on the basis of the prior year's tax bills, and to reconcile the prorations on the basis of the actual bills once available, provided that the amount to be reconciled is in excess of $250. Each Party shall be responsible for its own attorneys' fees. Except as expressly provided otherwise in this Agreement, the Parties intend that each Party shall be responsible for its own costs and expenses. The provisions of this paragraph will survive Closing. 3.5 Existing; Structures and Improvements. The Parties agree that all houses, buildings, barns, sheds, mobile homes and trailers, any water wells, and any personal property such as vehicles, debris, scrap, etc. that exist on any parcels the day of closing shall remain the property of the party who owns such property as of the date of this Agreement and at the sole cost and expense of such party, shall be demolished and removed from the site, and in the case of water wells shall be properly abandoned in accordance with applicable local and state regulations no later than November 1, 2017. 4. Covenants. 4.1 Condition of Exchange Parcels. Each Party will be responsible for the maintenance and upkeep of its Exchange Parcels (including reasonable mowing) for so long as this Agreement remains in force and effect and agrees to keep its Exchange Parcels in good condition consistent with past practices Lane/ Exchange Agreement 5 #991557v.4 4827-1654-6123, v. 1 and the state of the Exchange Parcels as of the Effective Date. No Party will allow any waste of its Exchange Parcels or any condition on its Exchange Parcels that constitutes a nuisance. From and after Closing, each Party will be responsible for all maintenance, repair, upkeep, clearing, grading and demolition with respect to the properties it acquires under this Agreement. 4.2 Possession. Each Party shall deliver exclusive possession of the properties it is required to convey under this Agreement to the applicable grantee. 4.3 No Binding Agreements. Except as expressly contemplated by this Agreement or otherwise agreed between the Parties in writing, each Party agrees that it will not enter into any leases, contracts or agreements with respect to its Exchange Parcels, whether or not recorded, that would bind the grantee of the properties to be conveyed hereunder after Closing. 4.4 No Rezonina. Each Party agrees that it will not seek, apply for or consent to any rezoning, variance, special use permit or similar governmental approval with respect to its Exchange Parcels prior to Closing without the other Parties' prior written consent. 4.5 General Cooperation. Each Party agrees to reasonably cooperate with the other Parties, using good faith and commercially reasonable efforts, to promptly effectuate the transactions contemplated by this Agreement. 4.6 Cooperation Regarding Future Access Easements. The County and NCRR anticipate the reciprocal easements relating to existing or future railroad tracks and other means of access may be necessary or desirable in connection with their contemplated uses of Parcels 6, 7 and 22 and their other Megasite parcels. The precise nature, scope and terms of such reciprocal easements have not yet been determined, so the County and NCRR hereby agree to cooperate and to negotiate in good faith with respect to such easements in the future, subject in all instances to the commercially reasonable discretion of each of the County and NCRR. The provisions of this paragraph will survive Closing. 4.7 NCRR agrees that within one hundred eighty (180) days after Closing, it will remove stumps and clear the portions of Parcel 6 and 7 that it acquires. County agrees that within one hundred eighty (180) days after Closing, it will remove stumps and clear the portions of Parcel 6 and 7 that it is retaining. 5. Representations and Warranties. 5.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Parties that, as of the Effective Date and through the Closing Date: (a) it is organized and validly existing in the state of North Carolina with the full right, power and authority to execute this Agreement and to consummate the transactions contemplated in this Agreement; (b) the individual(s) executing this Agreement and any instruments required to be executed under this Agreement are now or will be at the time of execution duly authorized to do so by all necessary company action and that his, her or their signatures will bind the Party to this Agreement and those instruments, as applicable; (c) it (i) is solvent, (ii) has not made any assignment for the benefit of creditors, and (iii) has not fled or had filed against it or any of its property any petition for bankruptcy or relief under comparable debtor protection laws; Lund Exchange Agreement 6 #991557v.4 4827-1654-6123, v. 1 (d) it has received no written notice of any pending or threatened litigation against it involving its Exchange Parcels; (e) it has received no notice of any material violation of applicable laws, regulations, rules, codes or ordinances with respect to its Exchange Parcels; (f) to the best of its knowledge, there are no pending or confirmed special assessments against its Exchange Parcels not disclosed on the public records; (g) it is not a foreign person under Section 1445 of the Internal Revenue Code; (h) there is no contract, option, right of first refusal, lease or instrument of any kind granting any person or entity other than the other Parties any present or future right to purchase, occupy, lease or otherwise acquire any interest in its Exchange Parcels other than this Agreement; and (i) it has received no written notice of any pending zoning or other land use proceedings with respect to its Exchange Parcels, excluding any application or proceeding relating to the Plats as contemplated in this Agreement. 5.2 As -Is; Where -Is. Except only as expressly provided otherwise in this Agreement and the documents to be executed and delivered at Closing, each Party is acquiring the properties provided for herein on an AS -IS, WHERE -IS, WITH ALL FAULTS basis and will rely solely on its own due diligence and Inspections. 5.3 Notice. Each Party agrees to promptly notify the other Parties if it discovers that any of the foregoing representations and warranties has become false or misleading in any material respect prior to Closing. 5.4 Survival. This section 5 will survive Closing for a period of one hundred eighty (180) days. 6. Brokerage. Each Party represents and warrants to the other Parties that it has neither engaged nor dealt with any broker in connection with this Agreement and there are no brokerage fees, finders' fees or similar commissions due to any party claiming by, through or under such Party in connection with this Agreement and the transactions contemplated herein. To the maximum extent permitted by applicable law, each Party shall indemnify, defend and hold the other Parties harmless from and against all claims, losses, damages and liabilities (including reasonable attorneys' fees and court costs) incurred by or asserted against the indemnified Parties and resulting from or related to a breach of the foregoing representation and warranty by the indemnifying Party. The provisions of this section 6 will survive Closing or the prior termination of this Agreement, as applicable. 7. Casualty. Each Party agrees to promptly notify the other Parties if it receives written notice or acquires actual knowledge of a casualty with respect to any of the Exchange Parcels. In the event of a casualtt�r prior to Closing involving property to be conveyed pursuant to this Agreement, the Party owning the affected property shall assign to the grantee at Closing all of its right, title and interest in any insurance proceeds available or to become available as a result of such casualty, if any. No casualty will entitle any Party to terminate this Agreement. 8. Condemnation. Each Party agrees to promptly notify the other Parties if it receives written notice or acquires actual knowledge of any pending or threatened condemnation with respect to any of the Exchange Parcels. In the event of a taking, exercise of eminent domain or conveyance in lieu thereof ("Taking") Land Exchange Agreement 7 #991557v.4 4827-1654-6123, v. 1 prior to Closing involving property to be conveyed pursuant to this Agreement, the Party owning the affected property shall assign to the grantee at Closing all of its right, title and interest in any award made or consideration given or to be given for such Taking. No Taking will entitle any Party to terminate this Agreement. 9. Default and Remedies. 9.1 Event of Default. An event of default will exist if (a) a Party fails to perform its obligations under this Agreement after written notice from another Party specifying the alleged default and ten (10) days' opportunity to cure or (b) a Party gives a representation or warranty that was false or misleading in any material respect when originally made. The mere fact that a representation becomes false or misleading will not constitute a breach or default under this Agreement unless a Party, through its acts or omissions, causes the representation or warranty to become false or misleading in any material respect and then fails to cure the same within ten (10) days after written notice from another Party specifying the breached representation or warranty. 9.2 Exclusive Remedies. Upon the occurrence of an event of default, each non -defaulting Party may elect, as its sole and exclusive remedy, to either (a) waive such default and proceed to Closing; or (b) seek specific performance of the terms of this Agreement within ninety (90) days after the occurrence of the event of default; or (c) terminate this Agreement by written notice to the other Parties, in which case the Parties will have no further rights or obligations under this Agreement other than those that survive termination. In the event of breach after Closing of the representations or warranties set forth in secti©n S, the non -breaching or defaulting Party shall be entitled to recover from the defaulting Party its actual damages resulting from such breach. Nothing in this paragraph may be construed as limiting the Parties' express indemnity obligations under this Agreement or their right to recover attorneys' fees pursuant to paragraph 9.3. 9.3 Attorneys' Fees. If a Party institutes legal proceedings to enforce or obtain binding interpretation of the terms of this Agreement, the prevailing Party or Parties in such proceedings shall be entitled to recover from the non -prevailing Party or Parties its/their reasonable and actually incurred attorneys' fees and court costs. The Parties intend for this Agreement to constitute a business contract under which reciprocal attorneys' fees provisions are enforceable pursuant to North Carolina General Statutes Section 6-21.6, as the same may be amended from time to time. 10. Notices. Any notice required or permitted to be given under this Agreement will be deemed given when addressed as provided below and (a) personally delivered, or (b) deposited for next business day delivery with Federal Express, UPS or another commercially reputable courier service, postage prepaid and return receipt requested. A Party may change its notice address by written notice given in accordance with this section. Land Exchange Agreement 8 9991557v.4 4827-1654-6123, v. 1 If to the County: Randolph County Attn: Hal Johnson, County Manager 725 McDowell Road Asheboro, NC 27205 336.318.6300 If to GRMF: Greensboro -Randolph Megasite Foundation, Inc. Attn: E. S. Melvin 324 W. Wendover Avenue, Suite 207 Greensboro, NC 27408 336.691.9803 If to NCRR: c/o North Carolina Railroad Company Attn: Scott Saylor, President 2809 Highwoods Boulevard, Suite 100 Raleigh, NC 27604 919.954.7601 11. Miscellaneous. With a required copy to: Ben C. Morgan 150A Scarboro Street Asheboro, NC 27203 336-629-7000 With a required copy to: Smith Moore Leatherwood Attn: E. Garrett Walker 300 North Green Street, Suite 1400 Greensboro, NC 27401 336.378.5219 With a required copy tato: Ellis & Winters LLP Attn: Michael G. Winters 4131 Parklake Avenue, Suite 400 Raleigh, NC 27612 919.865.7008 11.1 Effective Date. The "Effective Date" shall be the last date on which this Agreement is executed by the Parties. The dates on the signature page(s) to this Agreement will be conclusive as to the date of execution by a Party. 11.2 Deadlines. If any deadline or time for performance falls on a Saturday, Sunday or national holiday, the deadline or time for performance will be deemed automatically extended to the next business day. 11.3 Approvals. Whenever the approval or consent of a party is required, such approval shall not be unreasonably withheld, delayed or conditioned and shall be deemed approved if no response is given within fifteen (15) days after receipt of written request for approval. 11.4 ; Assignment. None of the Parties may assign its rights or obligations under this Agreement without the prior written consent of the other two Parties, and any such prohibited assignment shall be void. Notwithstanding the foregoing, NCRR shall have the right to assign its rights hereunder and the ownership of its Exchange Parcels to a subsidiary wholly owned (whether directly or indirectly) by the North Carolina Railroad Company without the consent of any other Parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors, assigns and respective legal representatives of the Parties. 11.5 No Partnership. The provisions of this Agreement are not intended to create a partnership or joint venture among the County, GRMF and NCRR for any purpose and no partnership or joint venture shall be implied from the provisions of this Agreement or from the Parties' pursuit of the activities contemplated herein. No Party shall be the agent of any other Party for any purpose and no Party shah have any authority to bind or obligate any other Party for any purpose or in any way or to bind, encumber or otherwise commit any of the property belonging to any other Party. Land Fxchange Agreement 9 #991557v.4 4827-1654-6123, v. 1 11.6 No Third Party Beneficiaries, This Agreement is not intended to give or confer any benefits, rights, privileges, claims, actions or remedies to any person or entity as a third party beneficiary or otherwise. 11.7 Entire Agreement. This Agreement sets forth the entire understanding between the Parties with respect to the transactions contemplated herein. There are no other prior or contemporaneous agreements, whether written, oral, electronic or otherwise, between the Parties on the subject matter of this Agreement. The provisions of this Agreement may not be waived or modified except by a written instrument signed by the Party to be charged. 11.8 Execution, This Agreement may be executed in one or more counterparts, each of which will constitute an original but which together will constitute a single instrument. Copies of this Agreement and the Parties' signatures will have the same force and effect as originals. 11.9 Review and Comprehension. This Agreement is the result of an arms -length negotiation between sophisticated parties. Both Parties have reviewed this Agreement in connection with legal counsel of their choosing. Consequently, the Parties agree that this Agreement will not be construed for or against the draftsman of this Agreement. 11.14 Construction. Where appropriate, the singular shall include the plural (and vice versa) and the gender of pronouns shall not be interpreted exclusively. Section and paragraph headings in this Agreement are including for ease of reference and shall not be construed as limiting, expanding or otherwise defining the terms and provisions of this Agreement. 11.11 Severability. If any provision, term or portion of this Agreement is held invalid, inoperative or unenforceable, then so far as is reasonable and possible the remainder of this Agreement shall be deemed valid and enforceable, and, to the greatest extent legally possible, effect shall be given to the intent manifested by the portion held invalid or inoperative. 11.12 Governing, Law. This Agreement shall, in all respects, be governed, construed, applied and enforced in accordance with the laws of the State of North Carolina. 11.13 The Parties hereto as parties to the Project Agreement acknowledge their consent to the transactions contemplated by this Agreement. North Carolina Railroad Company, as a party to the Project Agreement joins in the execution of this Agreement for the sole purposes of acknowledging its consent to the transactions contemplated in this Agreement. [The remainder of this page is intentionally left blank.] [Signature page(s) and exhibits follow.] Land Exchange Rgreement lb #991557v,4 4827-1654-6123, v. 1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates indicated below. Randolph County a North Caro 'na county and�Ag;ntal body By: Name: cJ L Title: CNNeA , Date: -2--k 2017 Greensboro -Randolph Megasite Foundation, Inc. a North Carolina non-profit corporation By: CO. A 1114� iLL�_ Name: E. S. Melvin Title: President Date: July 19, 2017 North Carolina Railroad Holdings I LLC a North Carolino limited liability ora any By: Name: Scott M. Saylor V Title: President Date: 2017 NORTH CARO INA ;AILRO OMPANY By: Name: Scott M. Saylor Title: President e_�& 7— �r' Date: 2017 Land Exchange Agreement 11 #991557v.4 4827-1654-6123, v. 1 Exhibit A County Parcels Parcel 3 Tax Parcel ID # 8718337986 TRACT NO. l: BEGINNING at an existing iron pipe located in the northern boundary line of E. C. Blakley, said iron pipe being located North 82 degrees 09 minutes 18 seconds West 394.42 feet from a new iron pipe marking the southwest corner of Barry W. Ferguson's 3.86 acre tract of land; thence from said point and place of beginning and along the line of Blakley North 82 degrees 09 minutes 18 seconds West the following distances: 197.44 feet to an existing iron pipe; 169.62 feet to a new iron pipe, a new corner with Milton E. Ferguson; thence a new line with Ferguson North 00 degrees 12 minutes 13 seconds West 404.99 feet to a point which is located in the southern right of way line of Southern Railway; thence with the southern right of way line of Southern Railway the following courses and distances: North 89 degrees 22 minutes 42 seconds East 254.53 feet to a point; South 83 degrees 46 minutes 30 seconds East 168.31 feet to a point, a new corner with Milton E. Ferguson; thence a new line with Milton E. Ferguson South 07 degrees 21 minutes 30 seconds West 443.25 feet to the point and place of BEGINNING, containing 3.89 acres, more or less, and being all of Lot No. 4C as shown on a survey for Milton E. and Adele B. Ferguson by G. Thomas Moore, R.L.S., dated February 7, 1986, and being a resubdivision of Lot No. 4 of Map of Hazel Y. Ferguson which is recorded in Plat Book 18, Page 80, Randolph County Registry. The thirty (30) foot wide easement that was originally a part of this tract shall be terminated prior to closing. TRACT NO. 2: BEGINNING at a new iron pipe which is located in the southern right of way line of Southern Railway Company right of way, the northwestern corner of Barry W. Ferguson's 3.86 -acre tract or parcel of land; thence with the line of Barry W. Ferguson South 10 degrees 29 minutes 07 seconds West 367.84 feet to a new iron pipe, a corner with Barry W. Ferguson in the line of E. C. Blakley; thence with the line of Blakley North 82 degrees 09 minutes 18 seconds West 394.42 feet to an existing iron pipe, a corner with Richard and Brookie Eddinger; thence with the line of Eddinger North 07 degrees 21 minutes 30 seconds East 443.25 feet to a point which is located in the southern right of way line of Southern Railway Company, a corner with Eddinger; thence with the southern right of way line of said railway the following courses and distances: South 83 degrees 46 minutes 30 seconds East 50.00 feet to a point; South 74 degrees 12 minutes 29 seconds East 225.57 feet to a point; South 64 degrees 10 minutes 07 seconds East 149.03 feet to the point and place of BEGINNING, containing 3.89 acres, more or less, and being all of Lot 413 as shown on a survey for Milton E. and Adele B. Ferguson by G. Thomas Moore, R.L.S., dated February 7, 1986 and being a resubdivision of Lot No. 4 of map of Hazel Y. Ferguson which is recorded in Plat Book 18, Page 80, Randolph County Registry. Land Krchange Agreement 12 #991557v.4 4827-1654-6123, v. 1 The thirty (30) foot wide easement that was originally a part of this tract shall be terminated prior to closing. For title reference see Deed recorded in Book 2420, Page 1268, Randolph County Registry. Parcel 6 Tax Parcel # 8718622185 BEGINNING at an existing iron pipe in the southwest corner of Lindley as described in deed recorded at Book 1109, Page 351, and in the eastern boundary line of Blakeley as described in deed recorded at Book 1920, Page 2824; thence along the southern boundary line of Lindley South 88 degrees 26 minutes 29 seconds East the following distances: 217.65 feet to an existing iron pipe; 1180.58 feet to a new iron pin, the new northwest corner of Paul O'Briant; thence along a new line with O'Briant South 02 degrees 12 minutes 29 seconds West 1441.04 feet to a new iron pin, the new southwest corner of O'Briant in the northern boundary line of Moore as described in deed recorded at Book 1156, Page 93; thence along the northern boundary line of Moore South 89 degrees 35 minutes 32 seconds West 197.14 feet to an existing iron pipe, the northwest corner of Moore in the eastern boundary line of Lindley as described in deed recorded at Book 1109, Page 351; thence along the eastern boundary line of Lindley North 00 degrees 57 minutes 1 l seconds East the following distances: 416.64 feet to an existing iron pipe; 464.02 feet to an existing iron pipe, the northeast corner of Lindley; thence continuing along the northern boundary line of Lindley North 89 degrees 06 minutes 13 seconds West the following distances: 108.83 feet to an existing iron pipe; 578.42 feet to an existing iron pipe; 252.38 feet to an existing iron pipe; 198.39 feet to an existing iron pipe; 42.95 feet to an existing iron pipe, the northwest corner of Lindley in the eastern boundary line of Blakely as described in deed recorded at Book 1920, Page 2824; thence along the eastern boundary line of Blakely North 02 degrees 05 minutes 02 seconds East 580.78 feet to the point and place of beginning, containing 22.54 acres, more or less, and being all of Tract 2 as shown on an unrecorded survey for Paul O'Briant by Jeffrey T. Allred, P.L.S., Snow Camp, North Carolina, dated May 24, 2006, said parcel being the western portion of that 43.80 -acre parcel identified as Parcel ID No. 8718619684 on the Randolph County Tax Collector's Office and being more particularly described in deed recorded at Book 1080, Page 165. Included in this conveyance is all of Grantor's rights and privileges to use any existing easement, right of way, or means of access from the above-described property to a State -maintained road, if any; and this conveyance is made subject to any existing easement, right of way, or means of access from the remaining portion of said 43.80 -acre parcel to a State -maintained road, if any. For title reference see Deed recorded in Book 2436, Page 838, Randolph County Registry. Parcel 7 Land Exchange Agreement 13 #991557v.4 4827-1654-6123, v. 1 TRACT NO. 1 Tax Parcel ID # 8718629905 BEGINNING at a point in the centerline of the mainline tract of Southern Railway Company (successor in interest to the A & Y Railroad), said point being the Southwestern corner of the Cicero Smith Heirs and said point being located 52.75 feet North 02 degrees 22 minutes 45 seconds East of a new iron pipe in the Southern right of way line of Southern Railway Company; thence along the Southern boundary line of the Cicero Smith Heirs South 75 degrees 44 minutes 20 seconds East 410.79 feet to an existing iron pipe, a corner of the Cicero Smith Heirs and the D. H. Millikan Heirs; thence along the line of D. H. Millikan Heirs South 87 degrees 54 minutes 17 seconds East 952.11 feet to a point, said point being located perpendicularly 30.84 feet South 02 degrees 05 minutes 43 seconds West of Southern Railway Company mile post number 88; thence continuing along the line of D. H. Millikan Heirs South 87 degrees 54 minutes l7 seconds East the following distances: 323.07 feet to a point in the centerline of the mainline tract of Southern Railway Company; 170.56 feet to a new iron pipe in the Northern right of way line of Southern Railway Company; 95.39 feet to an existing iron pipe, a corner with Macedonia Baptist Church; thence along the line of Macedonia Baptist Church South 44 degrees 20 minutes 34 seconds East the following distances: 119.00 feet to anew iron pipe; 296.80 feet to a point in the centerline of the mainline tract of Southern Railway Company; thence along the centerline of said tract and the line of Macedonia Baptist Church the following courses and distances: South 50 degrees 55 minutes 50 seconds East 1,062.60 feet to a point; South 51 degrees 55 minutes 02 seconds East 145.65 feet to a point; South 55 degrees 22 minutes 29 seconds East 108.35 feet to a point, a corner of the Macedonia Baptist Church and the V. G. O'Briant Heirs; thence along the line of the V. G. O'Briant Heirs North 88 degrees 48 minutes 42 seconds West the following distances: 90.74 feet to a new iron pipe in the Southwestern right of way line of Southern Railway Company; 490.64 feet to a new iron pipe; 200.39 feet to a new iron pipe; 463.59 feet to a stone, a corner of the V. G. O'Briant Heirs and R. P. O'Briant; thence along the line of R. P. O'Briant North 88 degrees 09 minutes 16 seconds West the following distances: 334.19 feet to a new iron pipe; 358.82 feet to a new iron pipe; 98.46 feet to a new iron pipe; 208.01 feet to a new iron pipe; 234.15 feet to a new iron pipe; 408.89 feet to a new iron pipe; 202.50 feet to a new iron pipe; 217.78 feet to a new iron pipe, a corner with R. P. O'Briant in the line of E. C. Blakley; thence along the line of Blakley North 02 degrees 22 minutes 45 seconds East the following distances: 224.30 feet to a new iron pipe; 621.32 feet to a new iron pipe; 286.41 feet to a new iron pipe in the Southern right of way line of Southern Railway Company; 52.75 feet to the point and place of BEGINNING, containing 64.82 acres, more or less. The foregoing description is in accordance with a survey for Raymond Jordan and Dorothy Jordan Davis Heirs by G. Thomas Moore, R.L.S., Liberty, North Carolina, dated August 1, 1978, Job No. 807. TRACT NO.2 Tax Parcel ID # 8718519048 Land Exchange Agreement 14 #991557v.4 4827-1654-6123, v. 1 BEGINNING at a new iron pipe at a stone, a corner with R. P. O'Briant, said pipe being located 881.56 feet North 01 degrees 14 minutes 47 seconds East of an existing iron pipe in the Northwestern corner of Kemp F. Breedlove; thence along the line of O'Briant South 01 degrees 14 minutes 47 seconds West the following distances: 464.02 feet to a new iron pipe; 417.54 feet to an existing iron pipe, a corner of R. P. O'Briant and Kemp F. Breedlove; thence along the line of Breedlove South 01 degrees 16 minutes 43 seconds West the following distances: 132.41 feet to an existing iron pipe; 182.08 feet to an existing iron pipe, a corner of Kemp F. Breedlove and Maxine D. Breedlove Routh; thence along the line of Routh South 01 degrees 17 minutes 25 seconds West the following distances: 110.46 feet to a new iron pipe; 63.50 feet to a new iron pipe, a new corner with Frank Robert Leonard in the line of Routh (see deed from Ferment M. Lindley, Jr. et al to Frank Robert Leonard and wife, Linda Davis Leonard, dated March 21, 1979 duly recorded in the Randolph County Registry); thence along a new line with Leonard North 87 degrees 37 minutes 54 seconds West 1,391.76 feet to a new iron pipe, corner with Leonard in the line of James Brown and Murphy Brown, said pipe being located 649.69 feet North 00 degrees 32 minutes 30 seconds West of a new iron pipe located in the center of a 200 foot wide Duke Power Company right of way and being located also 2,115.21 feet North 00 degrees 32 minutes 30 seconds West of a new iron pipe at a stone in the Northwestern corner of H. T. Stephens; thence along the line of James Brown and Murphy Brown North 00 degrees 32 minutes 30 seconds West the following distances: 98.37 feet to a new iron pipe; 299.78 feet to a new iron pipe, a corner with James Brown and Murphy Brown in the line of E. C. Blakley; thence along the line of Blakley North 86 degrees 39 minutes 57 seconds East 205.21 feet to an existing iron pipe; thence continuing along the line of Blakley North 02 degrees 22 minutes 45 seconds East the following distances: 152.00 feet to a new iron pipe; 337.88 feet to a new iron pipe; 234.96 feet to a new iron pipe; 203.10 feet to a new iron pipe, a corner with R. P. O'Briant in the line of Blakley; thence along the line of O'Briant South 88 degrees 47 minutes 08 seconds East the following distances: 42.63 feet to a new iron pipe; 198.30 feet to a new iron pipe; 257.59 feet to a new iron pipe; 220.20 feet to a new iron pipe; 353.66 feet to a new iron pipe; 108.94 feet to the point and place of BEGINNING, containing 39.06 acres, more or less. The foregoing description is in accordance with a survey for Raymond Jordan and Dorothy Jordan Davis Heirs by G. Thomas Moore, R.L.S., Liberty, North Carolina, dated August 1, 1978, Job No. 807. For title reference see Deed recorded in Book 2436, Page 1038, Randolph County Registry. Parcel 12 TRACT NO. 1 Tax Parcel ID # 8718333976 BEING all of Tract 4D consisting of 3.86 acres, more or less, as shown on a survey for Milton E. and Adele B. Ferguson recorded in the Office of the Register of Deeds of Randolph County, North Carolina, at Plat Book 26, at Page 48. Land Exchange Agreement 15 ##991557v,4 4827-1654-6123, v. 1 The thirty (30) foot wide easement that was originally a part of this tract shall be terminated prior to closing. TRACT NO.2 Tax Parcel ID # 8718435778 BEGINNING at an existing iron pipe located in the Southern right of way line of the Southern Railway Company, a corner with E.C. Blakley; thence with the northern boundary line of Blakley North 82 degrees 09 minutes 18 seconds West the following distances: 577.60 feet to an existing iron pipe; 322.61 feet to a new iron pipe, a corner with Milton E. Ferguson and wife, Adele B. Ferguson; thence a new line with Ferguson North 10 degrees 29 minutes 07 seconds East 367.84 feet to a new iron pipe located in the Southern right of way line of Southern Railway Company; thence with the Southern right of way line of Southern Railway Company the following courses and distances: South 64 degrees 10 minutes 07 seconds East 100.00 feet to a point; South 58 degrees 51 minutes 09 seconds East 755.21 feet to a point; South 60 degrees 21 minutes 11 seconds East 101.83 feet to the point and place of BEGINNING, containing 3.86 acres, more or less. The thirty (30) foot wide easement that was originally a part of this tract shall be terminated prior to closing. The foregoing descriptions are in accordance with a survey for Barry W. & wife, Sherlene J. Ferguson by G. Thomas Moore, R.L.S., Liberty, North Carolina, dated February 25, 1985. Land Exchange Agreement 16 4991557v.4 4827-1654-6123, v. 1 Exhibit B GRMF Parcels Exhibit B GRMF Parcels Parcel 63 LEGAL DESCRIPTION OF PARCEL 63 RANDOLPH COUNTY PIN NO. 8718911708 5595 TROY SMITH ROAD BEING ALL OF LOT NO. 1 consisting of 6.19 acres, more or less, as shown on a survey for Grace C. Staley recorded in Plat Book 38, Page 28, Randolph County Registry. Parcel 64 LEGAL DESCRIPTION OF PARCEL 64 RANDOLPH COUNTY PIN NO. 8718807740 5469 TROY SMITH ROAD BEING ALL OF TRACT NO. 2 (containing 2.408 acres) as shown by plat entitled "Emma Lee Breedlove" and recorded in Plat Book 59, Page 96, Randolph County Registry. Included in this conveyance are any and all rights to that non-exclusive 30 foot access easement extending to SR 2409 as described in Deed Book 1109, Page 352, Randolph County Registry. Land Exchange Agreement 17 #991557v.4 4827-1654-6123, v. 1 Parcel 65 LEGAL DESCRIPTION OF PARCEL 65 RANDOLPH COUNTY PIN NO. 8718809267 TROY SMITH ROAD BEING ALL OF THAT CERTAIN 3.30 ACRE TRACT DESIGNATED NO.1 more fully described on a plat entitled "Boundary Survey for John Kimrey" recorded in Plat Book 62, Page 14, Randolph County Registry, which description is incorporated by reference as if set out here in full. EXCEPTED from this conveyance is a 30 foot wide right of way and easement shown on said plat for ingress, egress and regress from N.C.S.R. 2409 (Troy Smith Road) to and for the benefit of Tracts No. 2 and No. 3. Parcel 67 LEGAL DESCRIPTION OF PARCEL 67 TRACT 1: RANDOLPH COUNTY PIN NO. 8718821157 TRACT 2: RANDOLPH COUNTY PIN NO. 8718820192 TRACT 3: RANDOLPH COUNTY PIN NO. 8718712763 TRACT 1: 5680 MACEDONIA LOOP ROAD TRACT 2: MACEDONIA LOOP ROAD TRACT 3: MACEDONIA LOOP ROAD BEING ALL of that property shown as Tract 1, Tract 2 and Tract 3 in that certain General Warranty Deed from Ellen O'Briant Burwell and husband, James H. Burwell to Greensboro -Randolph Megasite Foundation, Inc. dated July 21, 2016, recorded July 21, 2016 in Book 2503, Page 1263, Randolph County Registry. Parcel 92 LEGAL DESCRIPTION OF PARCEL 92 RANDOLPH COUNTY PIN NO. 8718809618 BEING ALL OF TRACT NO. 1, consisting of 2.017 acres, more or less, as shown on plat prepared for Emma Lee Breedlove recorded in Plat Book 59, Page 96, Randolph County Registry. Land Exchange Agreement 18 #991557v.4 4827-1654-6123, v. 1 Exhibit C NCRR Parcels Parcel 41 LEGAL DESCRIPTION OF PARCEL 41 RANDOLPH COUNTY PIN NO. 8717893205 5331 TROY SMITH ROAD BEGINNING at an existing iron pipe on the eastern side of Troy Smith Road said point also being the northeast corner of the property of Jeffrey Alan Sugg (D.B. 2327, Pg. 1424); Thence with said Sugg Property N890 29'43"W for a distance of 739.07 feet to an existing iron pipe, also being a corner of Timothy J. Puck & Lisa A. Puck (D.B. 1571, Pg. 2045); thence with said Puck Property N89° 30'47W for a distance of 789.58 feet to an existing iron pipe, cornering Timothy J. Puck & Lisa A. Puck (D.B. 1821, Pg. 2736); thence with the Puck Property NO' 32' 01 "E for a distance of 119.67 feet to a point passing an existing iron pipe at 117.15 feet; thence N89° 29'47"W for a distance of 44498 feet to a point; thence N3° 01'49"E for a distance of 90.77 feet to a set iron rod also being a corner with Jeffrey Alan Sugg (D.B. 1828, Pg. 3532); thence with the Sugg Property S89° 34'35"E for a distance of 827.95 feet to a set iron rod being a corner with County of Randolph (D.B. 2451, Pg. 323); thence with the County of Randolph S89° 34'35"E for a distance of 232.92 feet to a set iron rod; thence SO' 21'25"W for a distance of 20.20 feet to a set iron rod; thence S89° 3435"E for a distance of 294.11 feet to a set iron rod; thence NO' 21'25"E for a distance of 7.20 feet to a set iron rod; thence S89° 34'35"E for a distance of 576.72 feet to an existing iron pipe; thence S89° 34' 35"E for a distance of 46.08 feet to a set iron rod on the eastern side of Troy Smith Road; thence S20 52'00"W feet to a point 200.07 feet to the POINT OF BEGINNING and containing 8.059 Acres, more or less, and being shown as Parcel 41 on that plat titled "ALTAIACSM Land Title Survey for North Carolina Railroad Megasite, Liberty, North Carolina" dated July 19, 2016 by Timmons Group, 5410 Trinity Road, Suite 102, Raleigh, North Carolina, Richard W. Pensi, PLS, Job No. 37681. Parcel 42 LEGAL DESCRIPTION OF PARCEL 42 RA NrDOLPH COUNTY PIN NO. 8717793706 TROY SMITH ROAD BEGINNING in the southeast corner of the property at a stone found, said stone found being 9.95 feet north of an iron pipe found and also the following bearings and distances from an iron rod set as a control point, said control point having coordinates N=777,13692, E=1,810,921.58 (NAD 83 2011): North 74° 02' 37" East 5895.83 feet; thence North 0° 15' 08 East 940.95 feet. And from said POINT OF BEGINNING North 10 13' 43 East 314.66 feet to an iron rod set; thence South 89° 38' 17" East 1534.94 feet to an iron rod set; thence South 1' 13' 43" West 243.66 feet to an iron rod set; thence Land Frchange Agreement 19 4991557v.4 4627-1654-6123, v. 1 South 87° 37' 12" East 1128.91 feet to an iron rod set in the right-of-way of Troy Smith Road (State Route 2409); thence in the right-of-way of Troy Smith Road (State Route 2409) South 4° 37' 30" West 31.32 feet to an iron rod set; thence North 89° 37' 14" West 1165.25 feet to an iron rod set; thence North 89° 42' 26" West 827.99 feet to a one inch iron pipe found; thence North 89° 34' 57" West 668.65 feet to the POINT OF BEGINNING; containing 12.413 acres, more or less, and being shown as Parcel 42 on that plat titled "ALTA/ACSM Land Title Survey for North Carolina Railroad Megasite, Liberty, North Carolina" dated July 19, 2016 by Timmons Group, 5410 Trinity Road, Suite 102, Raleigh, North Carolina, Richard W. Pensi, PLS, Job No. 37681. Parcel 44 LEGAL DESCRIPTION OF PARCEL 44 RANDOLPH COUNTY PIN NO. 8717795560 TROY SMITH ROAD BEGINNING at an existing iron pipe in the southern line of Jeffrey Alan Sugg (D.B. 2327, Pg. 1427) said point also being a common corner with Timothy J. Puck & Lisa A. Puck (D.B. 1571, Pg. 2045); thence along the line of Sugg S89° 42'26"E for a distance of 827.99 feet to a set iron rod being a common corner with County of Randolph (D.B. 2451, Pg. 323); thence along the line of County of Randolph S3° 01'00"W for a distance of 212.22 feet to a set iron rod in the line of Jeffrey Alan Sugg (D.B. 2184, Pg. 299); thence along the line of Sugg N89° 34'35"W for a distance of 827.95 feet to a set iron rod in the line of Sugg; thence N3° 01' 49"E for a distance of 210.33 feet to the POINT OF BEGINNING and containing 4.011 Acres, more or less, and being shown as Parcel 44 on that plat titled "ALTAIACSM Land Title Survey for North Carolina Railroad Megasite, Liberty, North Carolina" dated July 19, 2016 by Timmons Group, 5410 Trinity Road, Suite 102, Raleigh, North Carolina, Richard W. Pensi, PLS, Job No. 37681. Parcel 45 LEGAL DESCRIPTION OF PARCEL 45 RANDOLPH COUNTY PIN NO. 8717786954 5317 TROY SMITH ROAD BEING ALL OF THE PLOT OR PARCEL OF LAND AS SURVEYED FOR JANICE J. VARON BY MOORE LAND SURVEYORS ON MAY 28, 1991, AND AS SHOWN ON THE PLAT THEREOF RECORDED IN PLAT BOOK 33, AT PAGE 61, RANDOLPH COUNTY REGISTRY, CONTAINING 38.59 ACRES AND BEING THE EXACT SAME PROPERTY CONVEYED TO JANICE JEAN VARON IN DEED BOOK 1301, AT PAGE 1119, RANDOLPH COUNTY REGISTRY, LESS AND EXCEPT THAT 1.228 ACRE PARCEL CONVEYED TO JOHN C. SUGG AND WIFE, LINDA K. SUGG IN DEED BOOK 1822, PAGE 487, AND BEING DESIGNATED TRACT "B", AS SHOWN ON PLAT BOOK 85, PAGE 45, RANDOLPH COUNTY REGISTRY, Land Exchange Agreement 20 4991557v.4 4827-1654-6123, v. 1 Parcel 46 LEGAL DESCRIPTION OF PARCEL 46 RANDOLPH COUNTY PIN NO. 8717793276 5313 TROY SMITH ROAD BEGINNING AT AN EXISTING IRON PIPE, SAID PIPE BEING LOCATED 450.00 FEET NORTH 89 DEGREES 29 MINUTES 47 SECONDS WEST OF A NEW IRON PIPE, SAID IRON PIPE BEING LOCATED 188.37 FEET NORTH 89 DEGREES 29 MINUTES 20 SECONDS WEST OF AN EXISTING IRON PIPE, SAID IRON PIPE BEING LOCATED 289.92 FEET NORTH 89 DEGREES 30 MINUTES 35 SECONDS WEST OF AN EXISTING IRON PIPE, SAID IRON PIPE BEING LOCATED 311.36 FEET NORTH 89 DEGREES 29 MINUTES 18 SECONDS WEST OF A NEW IRON PIPE, SAID IRON PIPE BEING LOCATED 692.80 FEET NORTH 89 DEGREES 29 MINUTES 48 SECONDS WEST OF AN EXISTING IRON PIPE LOCATED IN THE WESTERN RIGHT-OF-WAY LINE OF TROY SMITH ROAD, SAID BEGINNING POINT ALSO BEING LOCATED IN THE CORNER OF THE NORTHERN BOUNDARY LINE OF TRACT "A", CONTAINING 37.352 ACRES, MORE OR LESS, AS SHOWN ON A SURVEY BY ROBERT E. WILSON, INC., PLS, GREENSBORO, NORTH CAROLINA, DATED JANUARY 3, 2003, AND BEARING JOB NO. 57675; THENCE FROM SAID BEGINNING POINT NORTH 03 DEGREES 02 MINUTES 57 SECONDS EAST 119.74 FEET TO A NEW IRON PIPE IN THE BOUNDARY LINE OF JOHN C. SUGG, AS DESCRIBED IN DEED BOOK 1200, PAGE 688, RANDOLPH COUNTY REGISTRY; THENCE ALONG A NEW LINE OF SUGG SOUTH 89 DEGREES 29 MINUTES 47 SECONDS EAST 444.68 FEET TO A NEW IRON PIPE, A NEW CORNER OF SUGG; THENCE ALONG ANOTHER NEW LINE OF SUGG SOUTH 00 DEGREE 30 MINUTES 13 SECONDS WEST 119.62 FEET TO ANEW IRON PIPE IN THE NORTHERN BOUNDARY LINE OF THE AFORESAID TRACT "A"; THENCE ALONG THE NORTHERN BOUNDARY LINE OF THE AFORESAID TRACT "A" NORTH 89 DEGREES 29 MINUTES 47 SECONDS WEST 450.00 FEET TO THE POINT AND PLACE OF BEGINNING, CONTAINING 1.228 ACRES, MORE OR LESS, AS SHOWN ON A BOUNDARY SURVEY FOR TIMOTHY J. PUCK & LISA A. PUCK, BY ROBERT E. WILSON, INC., PLS, GREENSBORO, NORTH CAROLINA, DATED JANUARY 3, 2003, AND BEARING JOB NO. 57675. ' Land Exchange Agreement 21 #991557v.4 4827-1654-6123, v. 1 EXHIBIT D- I GREENSBORO 1302284.2 Land 1,'.yehange Agreement 22 11991557v.4 4827-1654-6123, v. 1 1 *14 of I 1 11112 Land Exchange Agreement 23 #991557v.4 4827-1654-6123, v. 1