2009

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FOR REGISTRATION REGISTER OF DEEDS
KIMBERLY 5. HARGROVE
HARNETT COUNTY NC
Z009 FEB 11 03:30:14 PM
BK : 2590 PG : 706-722 FEE : $59 , 00
INSTRUMENT it 2009001812
This document prepared by: Jennifer J. Slusser, Harnett County Staff Attorney
P.O. Box 238 Lillington, NC 27546
NORTH CAROLINA
HARNETT COUNTY
BILL OF SALE AND ASSIGNMENT
BETWEEN
COUNTY OF HARNETT
AND
TOWN OF ERWIN
DATED
JANUARY 5, 2009
REGARDING PROPERTY
BOTH REAL AND PERSONAL
DESCRIBED AS "SWIFT ASSETS"
DENR - WATER QUALITY
POINT SOURCE BRANCH

BILL OF SALE AND ASSIGNMENT
THIS BILL OF SALE AND ASSIGNMENT is executed this 3 day of
, 2009, by and between by and between TOWN OF ERWIN, a.
municipal-' corporation organized and existing under the laws of the State of North
Carolina, ("Seller"), and COUNTY OF HARNETT, a body politic, organized and
existing under the laws of North Carolina, ("Buyer")
RECITAL
Pursuant to that certain Contract of Sale and Purchase ("Purchase
Agreement") dated as of June 6, 2008, by and between Seller and Buyer, Seller
has agreed to sell and assign property, both real and personal, described herein
("Swift Assets") to Buyer and Buyer has agreed to purchase the same from
Seller, for the consideration and upon the terms and conditions set forth in the
Purchase Agreement.
AGREEMENTS
In consideration of the recital, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it is
hereby agreed that:
1. Conveyance. Seller hereby sells, conveys, transfers and delivers
to Buyer all of its right, title and interest in and to the Swift Assets as set forth in
-the Purchase Agreement Section One, and that is necessary for the operation of
the of the System described therein.
2. Further Assurances. Seller further covenants and agrees that it will
do, execute and deliver, or will cause to be done, executed and delivered, all
such further acts, transfers, assignments and conveyances, confirmations,
assurances and consents as Buyer reasonably requires, to further assure,
convey and confirm unto Buyer all the right, title and interest of Seller in andto
the Swift Assets.
3. Purchase Agreement. This Bill of Sale and Assignment is executed
and deliveredpursuant to, and is subject in all respects to the terms and
conditions of the Purchase Agreement. To the extent of any conflict between the
terms hereof and thereof, the terms of the Purchase ,Agreement shall be
controlling'. Nothing in this Bill of Sale and Assignment shall alter any liability or
obligation of the Seller or the Buyer arising under the Purchase Agreement,
which shall govern the representations, warranties and obligations of the parties
with respect to the Swift Assets. The representations and warranties set forth in
the Purchase Agreement shall survive the execution of this Bill of Sale and
Assignment in accordance with the terms and conditions of the Purchase
Agreement. Terms defined in the Purchase Agreement and not otherwise

defined herein are used herein with the meanings set forth in the Purchase
Agreement.
4. Effective Time. The effective time of this Bill of Sale and
Assignment is the close of business on the date of the execution herein.
IN WITNESS WHEREOF, Seller and Buyer have executed this Bill of Sale
and Assignment as of the date first above written.
TOWN OF ERWIN
Patsy M.son
Mayor Chairman
COUNTY OF HARNETT
ATTEST:
ATTEST:
n� K
Pam Addison • Kay S. Blanchard
Clerk Clerk
STATE OF NORTH CAROLINA
COUNTY OF HARNETT
l
I, � •-►� e 1 �-IJ 4-hriQe=.3 , a Notary Public of /K1
County, State of North Carolina hereby certify that, Pam Addison personally
appeared before me this day and acknowledged that he/she is the Clerk to the
Board of .TOWN OF ERWIN, North Carolina, and that by authority duly given and
as an act of the TOWN OF ERWIN, the foregoing instrument was signed in its
name by Patsy M. Carson, its Mayor, sealed with its corporate seal, and attested
by himself/herself as its Clerk.
ess my hand and Notary Seal thi a#')day of (�k+Yember .,
Notary Public
y My Commisa on Expires:

STATE OF NORTH CAROLINA
COUNTY OF HARNETT
I, KIWI? I E_ a.. ilicE , a Notary Public of I--Mkki fiT
County, State of North Carolina, hereby certify that, Kay S. Blanchard personally
appeared before me this day and acknowledged that he/she is the Clerk to the
Board of Commissioners for the COUNTY OF HARNETT, and that by authority
duly given and as an act of the q.OY J Y �QFt. HARNETT, the foregoing •
instrument was signed in its name by , its Chairman, sealed with its
corporate seal, and attested by himself/herself as its Clerk.
Witness my hand and Notary Seal this -I-h day of Clpt in I
�••`a'.�C1E,A R1c+,''.
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NOTAR!'
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Notary Public . Iz ic-E`
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NORTH CAROLINA
HARNETT COUNTY AGREEMENT
THIS AGREEMENT is made and entered into this C. 9' day of
5e ptehs6et , 2008 by and between the County of Harnett, a body politic
organized and existing under the laws of the State of North Carolina (hereinafter
sometimes referred to as "County") and the Town of Erwin, a municipal corporation
organized and existing under the laws of the State of North Carolina (hereinafter
sometimes referred to as "Town");
WITNESSETH:
THAT WHEREAS the Town owns assets and real property previously acquired
from Swift Textiles, Inc. d/b/a Swift Denim (hereinafter sometimes referred to as
"Swift") including a water intake on the Cape Fear River, a water treatment facility
including a water reservoir, and a wastewater treatment facility, together with related
easements; and.
WHEREAS, the Town desires to transfer these assets and real property to the
County as set forth in this Agreement; and
WHEREAS, the County is developing a regional wastewater system that will
serve the citizens and residents of Harnett and surrounding Counties; and
WHEREAS, the County owns and operates a county —wide water treatment and
distribution system that serves the Town; and
WHEREAS, the County desires to acquire these. 'assets and real property as set
forth in this Agreement; and
WHEREAS, the County desires to extend wastewater service to customers
currently served by the Town using the Swift wastewater treatment facility; and
WHEREAS, the Town and the County desire to set forth the terms and conditions
of the transfer of assets and real property to the County and the transfer of wastewater
service customers currently served by the Town using Swift wastewater treatment facility
to the County., and other matters related thereto;
NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants, and agreements contained herein, and for good and valuable consideration, the
receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as
follows:
1

SECTION ONE
TRANSFER OF PROPERTY
The property to be transferred by the Town to the County consists of the
following:
A. WATER INTAKE AND RELATED EASEMENTS. The Town agrees to
convey the approximately 1.29 acre tract containing the old Swift water intake on the
Cape Fear River together with the pipeline running from the water intake to the old Swift
water treatment facility, all appurtenances and equipment relating to the water intake, and
continuous and adequate easements and rights of way to gain access to the tract and for
the pipeline emanating from the water intake site.
B. TRACT CONTAINING SWIFT WATER AND WASTEWATER
FACILITIES. The Town agrees to convey to the County a portion of the 70.11 acre tract,
more or less, acquired by the Town from Swift containing the Swift wastewater facility,
the Swift water reservoir and the old- Swift water treatment facility. The Southern
boundary of the tract shall begin at the Western right of way margin of South 18th Street
and run with the Northern boundary of Erwin Memorial. Park and the Northern boundary
of the Town of Erwin as recorded in Deed Book 913, Page 692, Plat Cabinet E, Slide 7-
D, Harnett County Registry, North 82 degrees 56 minutes West 965.67' to an existing
iron pipe, and then run from this point in a generally westerly direction as determined by
the parties to the banks of the Cape Fear River. The Town agrees to convey the portion
of the tract north of this Southern boundary to the County.
C. EASEMENTS. The town agrees to convey to the County such easements
and rights of way that the Town owns relating to the water intake and the Swift water and
wastewater facilities. The Town also agrees to convey continuous and adequate
easements and rights of way over such lands owned by the Town necessary to use,
operate, inspect, maintain, replace, revise, change the size of, or protect the water supply
and distribution system and the wastewater treatment facility, and in particular to include
such easements for the furnishing of water and wastewater services to the former Swift
Weave Plant located at the old airport.
The Town will cooperate with and assist the County in locating the water lines
and outfalls relating to the facilities and assets being transferred to the County.
The County agrees to provide the Town an adequate easement for access to the
real property retained by the Town out of the approximately 70.11 acre tract.
D. PERSONAL PROPERTY. The Town shall convey to the County at
closing any and all remaining inventory and equipment necessary to meet the current
permits for the Swift wastewater system, including but not limited to chemicals,

laboratory supplies, spare parts, and miscellaneous hand tools, and such equipment shall
be in good working order upon conveyance. •
The above described property, both real and personal, may hereinafter be
collectively described as "the Swift Assets".
SECTION TWO
STAGG GRANT
The Town currently has access to a Stagg EPA Grant for the purpose of building
an inter -connect between the Swift Erwin Wastewater Treatment Plant to the County
Wastewater Treatment Plant.
The Town agrees to cooperate and assist in the transfer and assigning of the Stagg
EPA Grant to the County.
The Town does not warrant that such transfer is permitted nor does the Town
agree to commit any financial obligations to obtain such transfer. The Town agrees to
sign any and all documents necessary to effect the transfer so long as it does not commit
the Town to the expenditure of any funds.
SECTION THREE
USE OF RESERVOIR BY TOWN
The County agrees to permit the Town access to the reservoir at reasonable times,
and subject to the County's prior needs and rights in such property, for events sponsored
by the Town, including Denim Days activities, provided the Town assumes all liability
for the use of the reservoir property and executes, prior to such events, such releases of
liability and indemnifications to the County as the County requires.
SECTION FOUR
ERWIN BUSINESS COMPLEX FIRE SUPPRESSION
In the past, the Town furnished water to the site of the Erwin Business Complex
by use of the old Swift elevated water tank. The Town has advised the owner of the
Erwin Business Complex that it must provide its own fire suppression since the Town no
longer owns or operates a water distribution system. .The Town has offered several
solutions to the owner of the Erwin Business Complex and the Town agrees to deal with
this _ issue and to release, indemnify and hold harmless the County from any and all
claims, losses, damages, expenses and costs, including attorney fees, arising out of or in
any way related to the furnishing, or the lack of, fire suppression at or to the Erwin
Business Complex:

SECTION FIVE
CUSTOMERS SERVED BY SWIFT WASTEWATER SYSTEM
The County agrees to install the appropriate infrastructure necessary to eliminate
the wastewater connections to the former Swift wastewater collection and treatment
system (the "Swift Wastewater System") and to connect the current customers being
served by the Swift Wastewater System onto the County's Wastewater and Collection
System.
The County agrees that from and after the date of the closing and thetransfer of
the Swift Assets, that the County shall be responsible for the collection and treatment of
the wastewater of the current customers being served by the Swift Wastewater System.
This provision shall supersede the provisions of Section' Nineteen of the
Agreement previously entered into by the Town and County dated February 20, 2006
relating to the sale of the Town's water and wastewater- systemto the County.
SECTION SIX
CLOSING
A. The closing shall be on a date and at a.time and place mutually agreed
upon by the Town and the County, provided, however, that the closing shall take place
not later than October 31, 2008.
B. At closing the Town shall convey to the County by good and sufficient
deed(s) and/or other document(s) of conveyance the Swift Assets, free and clear of all
liens, judgments, and/or encumbrances of whatsoever nature. The deed(s) and/or other
document(s) of conveyance shall be in a form and substance approved by the County.
Nothing herein shall be construed to require any payment of Town general indebtedness.
The reference to liens, judgments, and/or encumbrances of whatsoever nature shall refer
to direct lien, judgments and/or encumbrances on the property conveyed.
C. At closing, Town shall provide such documentation as may be requested
by County to certify that the representations, warranties, and covenants made by the
Town in this Agreement are true and correct as of the date of such closing.
D. On -the closing date the Town shall not be in default in the performance of -
any covenant or agreement to be performed by the Town under this Agreement.
E. On the closing date, all representations, warranties, and covenants made
by Town in this Agreement will be true and correct, without exception, as if made on and
as of the closing date.
4

F. All deeds of trust, liens and other charges against the Swift Assets- conveyed to
the County, not assumed by the County, shall be paid and satisfied by the Town prior to
or at closing suchthat cancellation may be promptly obtained following closing. The
Town shall be obligated to obtain any such cancellations following closing. Nothing
herein shall be construed to require. payment of any general indebtedness of the Town.
G. In the event all conditions, representations, warranties, covenants, and
agreements herein set forth shall not have occurred and/or shall not be fully satisfied at
the time of closing, then County in its sole discretion and without waiving any of its
rights hereunder, may elect to. extend the closing date until such. time as the same have
occurred and/or shall be fully satisfied.
SECTION SEVEN
CLOSING EXPENSES
The Town shall pay the expense of its attorney and shall pay for the preparation
of easements and a deed to County_ for the Real estate conveyed as well as a bill of sale
for any personal property to be transferred at its cost. - The County shall pay_ the expenses
of its attorney arid shall pay the cost of recording the deed and any surveys or studies that
the County may conduct.
SECTION EIGHT
REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE TOWN
The Town hereby represents, warrants, and/or covenants to the County as follows:
A. The Town is the owner of the Swift Assets`set forth in this Agreement and
may convey the same free and clear of all liens and encumbrances and the Town agrees
that it will warrant and defend the conveyance of and title to the same against the claims
of all persons whomsoever and all entities whatsoever.-
B. The Swift wastewater system and water intake are, as of the date of this
Agreement, in sound working order and all deficiencies in the systems known to the
Town shall be disclosed in writing to the County prior to closing.
C. The Swift .Assets as - of the date of this Agreement are in no manner
whatsoever encumbered by mortgage, deed of trust or otherwise except as .set forth. in
Exhibit A attached to this document and the Town agrees not to further encumber the
same, unless specifically agreed upon by County, in- any manner :whatsoever, by
mortgage, deed of trust or otherwise and that should any judgment, lien, or. other
encumbrance attach to said assets by virtue of its ownership thereof, the Town will
immediately make full - acquittance therefore and .fully discharge said encumbrance.

D. As to the Swift wastewater system and water intake, to the best knowledge
of the Town,no violation of existing fire, flood, dam, health, life, safety, environmental,
or zoning: laws has been claimed by any governmental or public authority. The real
property to be conveyed, not any part thereof, have ever, to the best of Town's
knowledge, been used as a dump site or for the storage (whether permanent or temporary)
of a hazardous material.
E. There is not pending, nor, to the knowledge of Town, is there any
threatened litigation, arbitration, or administrative proceeding involving in any manner
the Swift Assets set forth in this Agreement, or the ownership, leasing, operation,
management, use, or maintenance thereof.
F. There are no due, unpaid, or delinquent sums owing by Town under any
lease, contract, license, or permit or for any service, energy, utility, or other agreement
relating to the Swift Assets.
G. The Town is not subject to any commitment, obligation, or agreement,_
including but not limited to, any right of first refusal or option to purchase granted to a
third party, which would or could prevent the conveyance of the Swift Assets under this
Agreement or which would bind the County subsequent to the execution of the same.
H. There are no outstanding accounts payable or mechanic's liens or rights to
claim of lien in favor of any contractor, materialman, or laborer or any other person or
entity in connection with the construction or repair of any portion of the Swift Assets;
that there has not been any work performed or materials supplied to the Swift Assets or
contracts entered into for work performed or materials to be supplied to the same prior to
the date:hereof which has not been fully paid for which would give rise to the filing of
such liens against the Swift Assets; that the Town shall be responsible for any and all
claims for mechanic's liens and accounts payable that have arisenor may subsequently
arise'due to contracts entered into for and/or any work performed on, or material supplied
to, the Town relating to the Swift Assets prior to the date of closing.
I. The execution and delivery of this Agreement, and the execution by the
Town of this document does not conflict with any judgment, order or decree or any court
or arbiter to which the Town is a party, and does not conflict with and will not constitute
a breach of, or a default under, any contract, undertaking, indenture, or other agreement
or instrument to which the Town is.a party.
J. The Town has previously obtained all permits, licenses, approvals, and
easements, and has fulfilled all govemmental requirements and conditions pertaining to
the ownership and operation of the Swift wastewater system and the Swift intake..
K. No proceedings are pending nor threatened,nor does the Town know of
any facts or circumstances, which might result inadministrative or judicial action,
resulting from the Town's ownership of the Swift Assets to be transferred under this
Agreement.

L. The representations, warranties, and covenants contained in this Agreement
shall continue and be and remain as herein stated.
SECTION NINE
. ENVIRONMENTAL ISSUES
The Town shall disclose in writing to the County all known environmentally
hazardous conditions concerning the Swift Assets conveyed hereunder, and the transfer
of the Swift Assets is subject to the County conducting an environmental site assessment
of the property, and that such environmental site assessment reveals no environmentally
hazardous conditions.
SECTION TEN
RETENTION OF TITLE
Upon execution of this Agreement and thereafter until closing, the Town agrees
not to do any act to cause a forfeiture of rights, privileges, and easements or divest or in
any manner impair ownership or title to the Swift Assets to be transferred pursuant to this
Agreement.
SECTION ELEVEN
TRANSITION OF OPERATIONS
It is agreedthat. prior to the date of the transferal of the operation and
management of the Swift wastewater system and Swift water intake to the County, the
Town and the County shall collaborate in preparing for such transferal. Representatives
of the Town and the County shall meet as often as is required for the purpose of
providing County's personnel the opportunity to become familiar with the system and its
operations, and for the purpose of .otherwise providing for an orderly transition of
operations from the Town to the County. Additionally, the Town shall provide the . -.
County with other information required for operations .transition, including, but not
limited to, pipeline locations; shop drawings of specified materials and equipment as
approved by the Department of Environment and Natural Resources for construction; as
built maps of the system; three (3) years of operating records; the physical location of
utility service within the areas served by the water and/or wastewater systems; names,
addresses, and telephone numbers of all existing customers on the Swift wastewater
system; flow and use data for said system; and such other information as may be'
requested:
The Town shall cooperate with and assist the County in the location of the sewer
services, and laterals, and the Town shall continue to assist the County in this effort after
closing and the conveyance of the Swift wastewater system to the County. The Town

shall also cooperate and assist in the transfer to the County of the permits for the Swift
wastewater system and the Swift water intake.
SECTION TWELVE
GENERAL PROVISIONS
A. In the event the Town should cease to own the Swift Assets or any portion
thereof identified in this Agreement, whether the result of legal process or otherwise, this
Agreement shall be binding on the Town and its heirs, assigns and successor(s) in
interest. It is further understood and agreed that the terms hereof are binding on the
parties hereto and their successors, assigns, and legal representatives.
B. This Agreement is subject to such rules, regulations, or laws as may
applicable to such or similar Agreements in this State and the parties agree to collaborate
when necessary to obtain such permits, certifications, or the like as may be required to
comply therewith.
C. The provisions of this Agreement may be modified or altered by mutual
Agreement, provided, however, that when applicable, , prior to such modification_ or
alteration, approvalstherefore will be obtained from the appropriate federal, state, or
local agencies.
D. This Agreement embodies the entire agreement between the parties in
connection with the transfer of the Swift Assets identified in this Agreement, and there
are no oral or parole agreements, representations, or inducements existing between the
parties relating thereto not expressly set forth herein and covered hereby.
E. Each covenant, condition, -warranty, indemnification and representation set
forth herein shall survive the closing and delivery of the documents contemplated herein,
including indemnifications, covenants, and agreements which are to be performed or
applied to circumstances subsequent to the closing date.
F. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of North Carolina.
G. Notices. Any notice required to be given hereunder by. the County to the
Town shall be made by the County in writing and mailed by First Class Mail to:
Town Manager
Town of Erwin
Post Office Box 459
Erwin, North Carolina 28339

Any notice required to be given hereunder by the Town for the County
shall be made by the Town in writing and mailed by First Class Mail to:
County Manager,
Harnett County
Post Office Box 759
Lillington, North Carolina 27546
9

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year indicated.
Executed by County this /J day of September, 2008.
COUNTY OF HARNETT
Te!y J.: yr , • F irman
Harnett County :oard of Commissioners
ATTEST: .
�• ilFa.‘taived
lanchard, Clerk to the Board
Executed by Town this .ski day of Sze . ., 2008.
ATTEST:
Pam Addison,.Clerk
TOWN OF ERWIN
0
Patsy Carscn._Mayor
10

STATE OF NORTH CAROLINA
COUNTY OF.HARNETT
I, Plartqa.rei. eeq hq £4ii;P/ , a Notary Public .of the County and State
aforesaid, certify that TAlioly J. Byrd, who, being by me duly sworn, says that he is
Chairman of the Board of Commissioners of Harnett County, and that Kay S. Blanchard
is Clerk of said Board, that the seal affixed to the foregoing and attested instrument is the
seal of Harnett County, North Carolina, and that said instrument was signed by him as
Chairman of the Board of Commissioners of said County and by the Clerk of said Board,
who affixed the official seal of Harnett County to said instrument; and that the said
Teddy J. Byrd, Chairman of the Board of Commissioners, acknowledged said instrument
to be the act and deed of Harnett County, North Carolina.
WITNESS by hand and Official Seal, this /5 y of September, 2008.
MY COMMISSION EXPIRES:
Notary blic
Notary' Printed or Type. Name
11.16
NOTNIY
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STATE OF NORTH CAROLINA
COUNTY OF HARNETT
I' r tY\E' ICI Cll'S , a Notary Public of the County and state
aforesaid, certify that Patsy M. Carsbn, who, being by me duly sworn, says that she is
Mayor of the Town of Erwin, and that Pam Addison is Clerk of said Town, that the seal
affixed to the foregoing and attested Agreement is the seal of the Town of Erwin, North
Carolina, and that said instrument was signed by him as Mayor of the Town of Erwin and
by the Clerk of said Town, who affixed the official seal of the Town of Erwin to said
instrument and that the said Patsy M. Carson, Mayor of the Town of Erwin,
acknowledged said instrument to be the act and deed of the Town of Erwin, North
Carolina.
WITNESS by hand and Official Seal, this C day of 5pl ernk r; 2008.
MY COMMISSION EXPIRES:
Os; = c
q 11C4
Notary's Printed or Typed Name -
I3010
Public
12

KIMBERLY S. HARGROVE
REGISTER OF DEEDS, HARNETT
305 W CORNELIUS HARNETT BLVD
SUITE 200
LILLINGTON, NC 27546
Filed For Registration: 02/11/2009 03:30:14 PM
Book: RE 2590 Page: 706-722
Document No.: 2009001812
ASGN 17 PGS $59.00
Recorder: MARY ANNE WOOD
State of North Carolina, County of Harnett
KIMBERLY S. HARGROVE , REGISTER OF DEEDS
DO NOT DISCARD
*2009001812*
2009001812