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HomeMy WebLinkAboutWQ0002005_More Information (Received)_20231218LAW OFFICES JORDAN PRICE WALL GRAY JONES & CARLTON A PROFESSIONAL LIMITED LIABILITY COMPANY 1951 CLARK AVENUE HENRY W. JONES, JR. RALEIGH, NORTH CAROLINA 27605-0669 MAILING ADDRESS: (919)828-2501 PARTNER POST OFFICE Box 10669 RALEIGH, N.C. 27605-0669 FACSIMILE: (919) 834-8447 www.jordanprice.com December 15, 2023 Via Email Only Erick Saunders Environmental Engineer Ill Division of Water Resources — Non -Discharge Branch North Carolina Department of Environmental Quality erickson.saunders@ncdenr.gov RE: Additional Information Request — House of Raeford Farms, Inc. — Rose Hill WWTF Renewal Application Dear Mr. Saunders, We made note of the comments you made on Wednesday afternoon and yesterday and revised our draft ground leases accordingly. I attach redlines and clean versions hereto. I also noted at the last minute that we had not identified House of Raeford Farms, Inc., accurately as the actual tenant, so I have made this revision as well. In short, if you agree that these drafts comply with your regulatory requirements, I will have them signed by the necessary parties and circulated accordingly. Sincerely, JORDAN/PRICE VdALLIGRAY JONES & CARLTON, PLLC Henry W. Jones, J HWJ/pm enclosures cc: Chris Murray, via email (w/encs.) Jonathan Guy, via email (w/encs.) Jantzen Brantley, via email (w/encs.) LAW OFFICES JORDAN PRICE WALL GRAY JONES & CARLTON A PROFESSIONAL LIMITED LIABILITY COMPANY 1951 CLARK AVENUE HENRY W. JONES, JR. RALEIGH, NORTH CAROLINA 27605-0669 MAILING ADDRESS: (919)828-2501 PARTNER POST OFFICE Box 10669 RALEIGH, N.C. 27605-0669 FACSIMILE: (919) 834-8447 www.jordanprice.com November 29, 2023 Via Email Only Erick Saunders Environmental Engineer 111 Division of Water Resources — Non -Discharge Branch North Carolina Department of Environmental Quality erickson.saunders@ncdenr.gov RE: Additional Information Request — House of Raeford Farms, Inc. — Rose Hill WWTF Renewal Application Dear Mr. Saunders, In going through some additional files and documents, I came across the Certificate from the Secretary of State certifying the registration of the Articles of Merger of Rose Hill Poultry Corporation into House of Raeford Farms, Inc. on January 4, 1984. 1 also found the Certificate of Merger prepared by the Secretary of State on January 4, 1984 between Rose Hill Poultry Corporation and the surviving corporation, House of Raeford Farms, Inc. You will note that the Articles of Merger with Certificate were recorded in the Duplin County Registry in Book 9, Page 399. If Duplin County GIS shows the related parcel as owned by Rose Hill Poultry rather than House of Raeford Farms, Inc., I suspect it is because GIS does not pick up business mergers in the ordinary course. Please feel free to call or contact me if you have any questions about this or my earlier letter. Sincerely, JORDPJNIPRICE WALL GRAY JONES & CARLTON, PLLC Henry . Jones, Jr. HWJ/pm enclosures cc: Chris Murray, via email (w/encs.) Jonathan Guy, via email (w/encs.) Jantzen Brantley, via email (w/encs.) k &,_� I Pa�,r399 STATE OF NORTH CAR,OLINA Department of The Secretary of State To all to whom these presents shall'ibome, Greeting: I, Thad Eure, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached ( 5 sheets) to be a true copy of ARTICLES OF MERGER OF ROSE HILL POULTRY CORPORATION HOUSE OF RAEFORD FARMS, INC. the original of which is now on file and a matter of record in this office. In Witness Whereof, I have hereunto set my Band and affixed my official seal. Done in Office, at Raleigh, this 4th day f January in the year of our Lord 19 84 © n BOOK 7 WE 5jjtj ST ® 11m -JEJ OF . NORTH�°��,� ���� Department of The CAROLIN A Secretary of Mate CERTIFICATE OF MERGER (N.C.G.S. 47-18.1) I, THAD EURE, Secretary of State of the State,of North Carolina, do hereby certify that on the 4th day of January , 1984, Articles of Merger or copy of Articles of Merger duly authenticated by the proper officer of the state or country under the laws of which a statutory merger was effected, was filed in this office on behalf of the corporations named below; And I further certify: The names of the constituent corporations were: ROSE HILL POULTRY CORPORATION HOUSE OF RAEFORD FARMS, INC. The name of the surviving corporation was; HOUSE OF RAEFORD FARMS, INC. The name of the surviving corporation was changed by virtue of said merger to: N/A The effective time of said merger if different from the time of filing was: N/A The surviving corporation. is active and in good standing in. this State in so far as is disclosed by the records of this office. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal. DONE IN OFFICE at Raleigh, this the 4th day of; January, 19 84 THAD EURE *J:1D te By of tate Filed for (a . I 1 ........,... the office of Register of Deeds for Duplio Couldy, N, o, Book .Affpage Recorded edd verlfled by GNRI941i1E W, W1111AMS ISTEA 0 Dt ER8 BK 2045 PG 199 - 203 (5) This Document eRecorded: Fee: $26.00 DocType: MEMO Duplin County, North Carolina Anita Marie Savage Register of Prepared by and return to: A. Killoran Long Jordan Price Wall Gray Jones & Carlton, PLLC 1951 Clark Ave., Raleigh, NC 27605 DOC# 10053062 12/29/2023 10:36:47 AM Tax: $0.00 Deeds MEMORANDUM OF GROUND LEASE AGREEMENT This Memorandum of Ground Lease Agreement (this "Memorandum") is made as of this lie day of 2023, between NASH JOHNSON & SONS' FARMS, INC., a North Carolina corporation ("Landlord"), and HOUSE OF RAEFORD FARMS, INC., a North Carolina corporation ("Tenant"). WITNESSETH: Landlord and Tenant have entered into a Ground Lease Agreement (the "Lease"), dated 12- Z I- 1od (the "Effective Date"), whereby Landlord has leased to Tenant, upon the terms and conditions set forth in the Lease, all of which provisions are specifically made a part hereof as if fully set forth herein, that certain parcels of land located in Duplin County, North Carolina commonly identified as 12-1887, 12-1888, 12-1934, and 11-1954, and as more particularly described on Exhibit A attached hereto and incorporated by reference (the "Leased Property"), together with appurtenant rights, easements and appurtenances pertaining to the Premises. The Lease contains provisions and rights applicable to the Premises, some of which are as follows: 1. The initial term of the Lease shall be commenced on September 1, 2023, and shall expire on August 31, 2043. 2. Landlord and Tenant acknowledge that Tenant is the permit holder of that certain Wastewater Irrigation System Permit (Permit Number WQ0002005) as issued by the North Carolina Department of Environmental Quality's Division of Water Resources for the continued operation of a wastewater treatment and irrigation facility on or about the Leased Property. The covenants, conditions and agreement made and entered into by the parties hereto shall be binding upon and inure to the benefit of their respective heirs, administrators, executors, representatives, successors, and assigns. 4. This Memorandum is not a summary of the Lease or anything to be used in its place; instead, it is solely for the purpose of recording a notification as to the existence of the Lease and shall not be construed to alter, modify, expand, diminish or supplement the provisions of the Lease. In the event of any inconsistency between the provisions of the submitted electronically by "Jordan Price wall Gray Jones & Carlton" in compliance with North Carolina statutes governing recordable documents and the terms of the submitter agreement with the Duplin county Register of Deeds. BK 2045 PG 200 DOC# 10053062 Lease and this Memorandum, the provisions of the Lease shall govern. Upon the expiration of the stated Lease term and this Memorandum, the provisions of the county Lease shall govern. Upon the expiration of the stated Lease term, this Memorandum shall automatically terminate without further action or notice. [Signatures Continue on Next Page] BK 2045 PG 201 DOC# 10053062 IN WITNESS WHEREOF, the parties hereto have executed this Memorandum as of the day and year first above written. LANDLORD: NASH JOHNSON & SONS' FARMS, INC., a North Caro ' orpo do By: L) N u obv tiNso Title: C State of Alor- -A Cg to li ng County of 1ju a i n I certify that the following person personally appeared before me this day and acknowledged to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: /Qober4'00 hhso rl Date: L.Z-,2/- R3 [stamp] 1B RII CF le NotatY Public puPlln County Q h Y rH IC Not Public Befsv Bri ce Pri tenPri ten d Name My commission expires: / .2o - .ZPA r BK 2045 PG 202 DOC# 10053062 TENANT: HOUSE OF RAEFORD FARMS, INC., a North Carolina corporation By: AL) Na e � Title: t S o State of NOrA Caro li ►1a. County of I certify that the following person personally appeared before me this day and acknowledged to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: Date: /.� ;2 / a, [stamp] \\\\\o\5,N BR I Cii//���/''' N010N P ogtntY pcPttn C 4 i//i/ ORTH C N ary Publ Printe Name My commission expires: / a0—AV A5 BK 2045 PG 203 DOC# 10053062 EXHIBIT A LEASED PROPERTY 4854-8612-5208, v. 1 BK 2045 PG 204 - 208 (5) This Document eRecorded: Fee: $26.00 DocType: MEMO Duplin County, North Carolina Anita Marie Savage Register of Prepared by and return to: A. Killoran Long Jordan Price Wall Gray Jones & Carlton, PLLC 1951 Clark Ave., Raleigh, NC 27605 DOC# 10053063 12/29/2023 10:36:48 AM Tax: $0.00 Deeds MEMORANDUM OF GROUND LEASE AGREEMENT This Memorandum of Ground Lease Agreement (this "Memorandum") is made as of this 71 day of Oe(ey^n ,ce , 2023, between NASH JOHNSON & SONS' FARMS, INC., a North Carolina corporation, and JOHNSON BREEDERS, INC., a North Carolina corporation (collectively, the "Landlord"), and HOUSE OF RAEFORD FARMS, INC., a North Carolina corporation ("Tenant"). WITNESSETH: Landlord and Tenant have entered into a Ground Lease Agreement (the "Lease"), dated 12-11- I o 23 (the "Effective Date"), whereby Landlord has leased to Tenant, upon the terms and conditions set forth in the Lease, all of which provisions are specifically made a part hereof as if fully set forth herein, that certain parcels of land located in Duplin County, North Carolina commonly identified as 12-909 and 12-121, and as more particularly described on Exhibit A attached hereto and incorporated by reference (the "Leased Property"), together with appurtenant rights, easements and appurtenances pertaining to the Premises. The Lease contains provisions and rights applicable to the Premises, some of which are as follows: 1. The initial term of the Lease shall be commenced on September 1, 2023, and shall expire on August 31, 2043. 2. Landlord and Tenant acknowledge that Tenant is the permit holder of that certain Wastewater Irrigation System Permit (Permit Number WQ0002005) as issued by the North Carolina Department of Environmental Quality's Division of Water Resources for the continued operation of a wastewater treatment and irrigation facility on or about the Leased Property. The covenants, conditions and agreement made and entered into by the parties hereto shall be binding upon and inure to the benefit of their respective heirs, administrators, executors, representatives, successors, and assigns. 4. This Memorandum is not a summary of the Lease or anything to be used in its place; instead, it is solely for the purpose of recording a notification as to the existence of the Lease and shall not be construed to alter, modify, expand, diminish or supplement the submitted electronically by "Jordan Price wall Gray Jones & Carlton" in compliance with North Carolina statutes governing recordable documents and the terms of the submitter agreement with the Duplin county Register of Deeds. BK 2045 PG 205 DOC# 10053063 provisions of the Lease. In the event of any inconsistency between the provisions of the Lease and this Memorandum, the provisions of the Lease shall govern. Upon the expiration of the stated Lease term and this Memorandum, the provisions of the county Lease shall govern. Upon the expiration of the stated Lease term, this Memorandum shall automatically terminate without further action or notice. [Signatures Continue on Next Page] BK 2045 PG 206 DOC# 10053063 IN WITNESS WHEREOF, the parties hereto have executed this Memorandum as of the day and year first above written. LANDLORD: NASH JOHNSON & SONS' FARMS, INC., a North Carolina corporation By: EAL) Namr Robc.. } Title: C So State of MorA CAro iil1 a - County of „/i n I certify that the following person personally appeared before me this day and acknowledged to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: Date: rii�i��, \����gY B R 1 CF // [stamp] ota ublic Pub11c ri c e Notary — Printe Name Dup11n County Q ` My commission expires: /-20-.26?25 JOHNSON BREED "Iqn toy" ��' a North Caro lina-cornoratji I I I I I'V IIn Title: State of AfdrA C.Ary ktun- County of I certify that the following person personally appeared before me this day and acknowledged to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: /Qofx,-� �D�iI9So n Date: 1.2 ,2 /-23 , [stamp] BRICF///i,,�� Notary Publlc Dup11n County 2 Z. imiini10 Notary ublic r;c e— Printed Name My commission expires: BK 2045 PG 207 DOC# 10053063 TENANT: HOUSE OF RAEFORD FARMS, INC., a North Carolina corporation By: AL) Title: Cfo State of NDrA Caro h no_ County of --Di Yj I certify that the following person personally appeared before me this day and acknowledged to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: Re%e 'U6 hhso r> Date: /2 -2 /- A3 , 00\\M1 A4aAAzA I [stamp] �sb R I C,, Nota blic ota�V pcp\\c Print Name pip\\nC;0%PA _ My commission expires: o�oRTH C BK 2045 PG 208 DOC# 10053063 EXHIBIT A LEASED PROPERTY 4877-4980-4184, v. 1 GROUND LEASE AGREEMENT THIS GROUND LEASE AGREEMENT (the "Agreement" or "Lease") is entered into as of this the 1st day of September 2023 (the "Effective Date"), by and between the NASH JOHNSON & SONS' FARMS, INC., a North Carolina corporation (hereinafter referred to as "Landlord"), and HOUSE OF RAEFORD FARMS, INC., a North Carolina corporation (hereinafter referred to as "Tenant"). WHEREAS, Landlord is the fee simple owner of those certain parcels of land located in Duplin County, North Carolina commonly identified as 12-1887, 12-1888, 12-1934, and 11-1954 (the "Leased Property") as depicted in the map attached hereto as Exhibit A and incorporated by reference; and WHEREAS, Landlord is the part owner of those certain parcels of land located in Duplin County, North Carolina commonly identified as 12-909 and 12-121 (the "Affiliate Property") as depicted in the map attached hereto as Exhibit A and incorporated by reference; and WHEREAS, Tenant desires to lease the Leased Property and Affiliate for the purposes of constructing, occupying and maintaining operations in the normal course of Tenant's business, which may include wastewater management operations; and WHEREAS, Landlord and Tenant have agreed to execute a ground lease agreement for the Affiliate Property of even date herewith for similar purposes and under similar terms contemplated herein; and WHEREAS, Landlord and Tenant acknowledge and agree that they are affiliate entities and for the purposes of this Lease further agree that the Leased Property and Affiliate Property shall be treated as one contiguous parcel and operations on or about any part of the Property will comply with the terms and conditions set forth herein; and WHEREAS, Landlord and Tenant acknowledge that Tenant is the permit holder of that certain Wastewater Irrigation System Permit (Permit Number WQ0002005) as issued by the North Carolina Department of Environmental Quality's Division of Water Resources for the continued operation of a wastewater treatment and irrigation facility on or about the Leased Property. NOW, THEREFORE, the parties for and in consideration of the covenants and agreements contained herein do hereby contract and agree as follows: Landlord hereby leases unto Tenant the entirety of the Leased Property in accordance with the terms and conditions contemplated herein. 2. The term of this Agreement shall be for a primary term of twenty (20) years, commencing on September 1, 2023, and expiring at midnight on August 31, 2043, unless extended as provided for herein. 3. This Agreement may be extended at the end of the primary term for an additional term to be determined by Landlord. Tenant will notify Landlord sixty (60) days prior to the expiration of the primary term of interest to either renew, or terminate, this Agreement. 4. Tenant shall pay to Landlord $1.00 per year, in advance, for the rent of the Leased Property during the Term of this Lease. Payment is due upon execution of this Agreement. 5. (A) Use: The Lease Property may be used for the following purposes and for no other purposes: the construction, occupancy and maintenance of operations in the normal course of Tenant's business operations, including the use and operation of certain disposal systems. (B) Compliance with Laws; Compliance Boundary: Tenant agrees, at all times during the Term of this Lease, to comply with 15A NCAC 02L .0107 (attached hereto as Exhibit B and incorporated by reference) and related regulations, and in particular acknowledges and agrees to (i) establish and maintain a compliance boundary at a horizontal distance of 250 feet from the waste boundary, or 50 feet within the property boundary, whichever point is closer to the source; (ii) not cause or contribute to an exceedance of the surface water standards established under 15A NCAC 02B .0200; (iii) establish a monitoring program within the compliance zone per the requirements; and (iv) obtain and maintain appropriate permitting with the applicable local and state authorities. Landlord and Tenant agree, that if directed by a local, state, or other applicable governing agency, Tenant will record a Memorandum of Lease substantively similar to the form attached hereto as Exhibit C and incorporated by reference. For the avoidance of doubt, Tenant acknowledges and agrees that it is Tenant's sole responsibility, and cost and expense if applicable, to comply with all applicable laws, rules, regulations and regulations related to the operation of Tenant's business and Tenant's use of the Property. 6. (A) Indemnity: Landlord and Tenant shall indemnify and save harmless the other from any and all losses, fines, suits, damages, expenses, claims, demands and actions of any kind resulting from their negligence, breach, or violation or non-performance of any condition hereof. (B) Insurance; Taxes: Tenant shall, during the entire term of the Agreement keep in full force and effect a policy of public liability insurance with respect to the Leased Property and the business operated by Tenant on or about the Leased Property. All property in the Leased Property shall be and remain the Tenant's risk, and Tenant shall provide its own insurance on its business operations and on its contents, improvements, trade fixtures, machinery, equipment, furniture and furnishings. Landlord may during the term hereof, at its sole discretion and sole expense, provide and keep in force insurance on the Leased Property against loss or damage by fire and extended coverage, in an amount equal to one hundred percent (100%) of the full insurable value thereof, which insurance shall be placed with an insurance company or companies approved by Landlord and licensed to do business in the state wherein lay the Leased Property. The term "full insurable value" shall mean actual replacement value of the improvements made on or about the Leased Property (exclusive of costs of excavation, foundations and footing below ground level). The insurance required under this paragraph shall be carried in the name of the Landlord and any proceeds thereunder shall be paid to Landlord. Duplicate originals or certificates of insurance of the policies provided shall be furnished by Tenant to Landlord and shall contain an agreement by the insurer that such policy or policies shall not be canceled without at least ten (10) days prior notice to the Landlord. Tenant shall pay all taxes assessed against all personal property located on the Leased Property and shall also pay all privilege, excise and other taxes duly assessed. Tenant shall pay said taxes when due so as to prevent the assessment of any late fees or penalties. 7. Tenant shall be solely responsible for maintaining and repairing any structures or systems on or about the Leased Premises, including any wastewater management or treatment systems. Tenant will be responsible for communicating any repairs required as a result of negligence or willful act of Tenant or its associates to Landlord within twenty-four (24) hours of occurrence. Notwithstanding the above, Tenant will make any repairs required to the structures or systems on or about the Leased Property as a result of its negligence or willful acts. 8. Tenant will keep the Leased Property in a clean and wholesome condition and will comply at all times with all lawful health and police regulations. Tenant shall promptly comply with all applicable laws, ordinances, and regulations for said Leased Property, and the operations occurring thereon, including all ordinances and requirements enforced by the state board of health, sanitary, fire or police departments of Duplin County, North Carolina, or other applicable governing bodies for the correction, prevention and abatement of nuisances in and about or connected with the Leased Property because of Tenant's use thereof during the term of this Agreement, all at Tenant's expense. 9. If Tenant shall make default in the payment of the rent, or any part thereof or any other sums due under the terms hereof, when due as herein provided, or in any of the other covenants, agreements, conditions or undertakings herein contained, and such default shall continue for five (5) days after notice thereof in writing to Tenant, or if (a) any proceeding under the bankruptcy act of the United States is begun by or against the Tenant, and an order of adjudication, or order approving the petition, be entered in such proceedings, or (b) a receiver or trustee is appointed for substantially all of the Tenant's business or assets, or (c) if Tenant shall make an assignment for the benefit of creditors, or (d) if Tenant shall vacate or abandon the Leased Property, then, and in any such event, it shall be lawful for the Landlord, at its election, to declare the term hereof ended and to re-enter the Leased Property, and to repossess and enjoy the said Leased Property and any buildings and improvements situated thereon without such a re-entry and repossession working a forfeiture of the rents to be paid and the covenants to be performed by the Tenant during the full term of this Agreement. If any default shall be made in any covenant, agreement, condition, or undertaking which cannot with due diligence be cured within a period of five (5) days, and if notice thereof in writing shall have been given to the Tenant, and if the Tenant, prior to the expiration of five (5) days from and after the giving of such notice, shall commence to satisfy the cause of such default and shall proceed diligently and with reasonable dispatch to take all steps and do all work required to cure such default, then the Landlord shall not have the right to declare said term ended by reason of such default; provided, however, that the curing of any default in such manner shall not be construed to limit or restrict the right of Landlord to declare the said term ended and enforce all of their rights and remedies hereunder for any other default not so cured. The foregoing provision for the termination of this Agreement for any default in any of its covenants shall not operate to exclude or suspend any other remedy of the Landlord for breach of any of said covenants, or for the recovery of said rent for the full term, and in the event of the termination or default in any of the terms of this Agreement as aforesaid. 10. Tenant shall permit Landlord and its agents to enter the Leased Property at all reasonable times for any purpose and/or to inspect the same. 11. If the Leased Property, including improvements thereon, are injured by fire or other casualty, Landlord shall have the exclusive right and option to either terminate this Agreement or reconstruct and/or repair the said damaged improvements and continue this Agreement under its terms and conditions as if no such casualty occurred by giving written notice to Tenant of Landlord's intention to so continue this Agreement within thirty (30) days after the date of said damage or casualty. In the event that Landlord so elects to continue this Agreement, any insurance proceeds payable as a result of said fire or casualty shall be first applied to pay the reconstruction or repair of said improvements, and any balance of such insurance proceeds after payment of said reconstruction or repair shall be paid to Landlord. 12. If, during the term of this Agreement, the Leased Property shall be taken or condemned, either in whole or part, by competent authorities for public or quasi -public use, Landlord shall have the option to terminate this Agreement as of the date of taking. If Landlord elects not to terminate this Agreement, then this Agreement shall continue in full force and effect. 13. All covenants, conditions and agreements and undertakings contained in this Agreement shall extend to and be binding on the respective heirs, successors and assigns of the respective parties hereto the same as if they were in every case named and expressed. 14. It is further understood and agreed by and between the Landlord and Tenant that, on account of breach or default by either party of any of their obligations hereunder, it shall become necessary for the other parry to employ and/or consult with an attorney to give advice, or to enforce or demand any of either parry's rights or remedies hereunder, then, and in any such event, the defaulting or breaching party shall pay all attorney fees, court costs and other expenses occasioned by such default(s) or breach(es). 15. All notices from Tenant to Landlord, including the delivery of rent, shall be served or sent to Landlord at the below listed address; and all notices from Landlord to Tenant shall be served or sent to Tenant at the below listed address. Landlord: NASH JOHNSON & SONS' FARMS, INC. Attn: Email: Tenant: HOUSE OF RAEFORD FARMS, INC. Attn: Email: All notices to be given under this Agreement shall be in writing and shall be served personally, sent by United States certified or registered mail, or sent electronically to the parties identified herein. 16. This Agreement contains all of the agreements and conditions made between the parties hereto and may not be modified orally or in any other manner other than by agreement in writing signed by all parties hereto or their respective successors in interest. 17. If any section, paragraph, sentence or portion of this Agreement or the application thereof to any party or circumstance shall, to any extent, be or become invalid or illegal, such provision is and shall be null and void, but, to the extent that said null and void provisions do not materially change the overall agreement and intent of this entire agreement, the remainder of this Agreement shall not be affected thereby and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent provided by law. 18. This Agreement shall be governed in accordance with the laws of the State of North Carolina. 19. Tenant shall have the right to make such alterations and improvements to the Leased Property as it deems necessary or desirable upon receiving advanced written permission from the Landlord. Such alterations and improvements shall comply with all applicable construction laws and regulations and shall conform generally with the existing improvements on the Leased Property. The Tenant shall keep the Leased Property free from any and all liens arising out of the work performed or materials furnished in making such improvements. 20. The Tenant shall not assign or transfer this Agreement or hypothecate or mortgage the same or sublet the Leased Property, or any part thereof, without the prior written consent of Landlord in each instance. 21. This Agreement constitutes the entire agreement between the parties and may not be modified in any manner, except by a writing signed by the Landlord and the Tenant. [SIGNATURES CONTINUE ON NEXT PAGE] IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the date first above written. WITNESSES LANDLORD: NASH JOHNSON & SONS' FARMS, INC., a North Carolina corporation By: Its: Date: TENANT: HOUSE OF RAEFORD FARMS, INC., a North Carolina corporation By: Its: Date: Exhibit A Leased Property; Affiliate Property -Ai`te Property IZ-10`I 3 m 111� tZ - t93� L e z -� 41 CO z OR, ro p e rty o z 0 o ZCO z R a J� r .•. 00 z CL 0 480 960 1,920 t _ D a ascunaeR; Mailing Address: PO BOX 699 me mrormaro" yacaered om ROSE HILL NC 28455-0699 Town Code:0 a i m�s aFe isf°r:d°^"eu°"ei Deeded Acres: 199.61 Account 0:6331650 °°`PG3e9O"�y°"cmemsaFs) DeedR2f:1015 141 Misc.lmprv:$MlSC IMP VALUE pr�r•,ieu fiom 3Ne ene en°u�d NOT Last Sale Price: Year Bui lt0 ae�a as o, "place or a„ auaF survey?he mep(s7 Assessed Value:41900 Land Value:$ TOTAL VAL — _ ovember30, 2023 enoemnnToe�s,d�"pies Proper�Class:C4 Fire Code: f or °."eya"oes Heats Feet:0 Year BuiltYEAR_BUILT �� _J Exhibit B 15A NCAC 02L .0107 [Attached] 15A NCAC 02L .0107 COMPLIANCE BOUNDARY (a) For disposal systems individually permitted prior to December 30, 1983, the compliance boundary shall be established at a horizontal distance of 500 feet from the waste boundary or at the property boundary, whichever is closer to the source- (b) For disposal systems individually permitted on or after December 30, 1983, a compliance boundary shall be established at a horizontal distance of 250 feet from the waste boundary, or 50 feet within the property boundary, whichever paint is closer to the source- (c) The compliance boundary shall be established at the time of permit issuance and shall remain in place for the duration of the permit- (d) The compliance boundary and zone shall extend vertically from the surface through the water table to the maximum depth of saturation- (e) The permitted activity shall not cause or contribute to an exceedance of the surface water standards established under 15A NCAC 02B .0200. (f) Multiple contiguous properties under common ownership and permitted for use as a waste disposal area shall be treated as a single property with regard to determination of a compliance zone and setbacks to property lines as per Paragraphs (a) or (b) of this Rule- (g) Where compliance zones for separately permitted waste disposal areas under the same ownership on the same property intersect, the Director shall combine the compliance zones into one single compliance zone with a single compliance boundary- (h) The peruuttee shall establish a monitoring program within the compliance zone per the requirements in Rule 0110 of this Section- (i) Except as provided in Paragraph (m) of this Rule, no new water supply wells shall be constructed within the compliance zone of a disposal system individually permitted after January 1, 1993_ 0) Except as provided in Paragraph (m) of this Rule, if the land within an established compliance zone of a disposal system permitted after January 1, 1993 is transferred and that land is serviced by a community water system as regulated under 15A NCAC 18C, the source of which is located outside the compliance boundary, the deed shall contain notice of the permit, including the permit number, a description of the type of permit, and the name, address and telephone number of the permitting agency_ (k) Except as provided in Paragraph (m) of this Rule, if at the time a permit is issued after January 1, 1993, the peruuttee is not the owner of the land within the compliance zone, it shall be a condition of the permit issued or renewed that the landowner of the laud within the compliance zone, if other than the permittee, execute and file in the Register of Deeds in the county in which the land is located, an easement running with the land that contains either a notice of the permit, including the pernut number, a description of the type of permit, and the name, address and telephone number of the permitting agency; or a reference to a notice of the permit with book and page number of its recordation if such notice is required to be filed by statute. The Director shall, upon request by the landowner, file a document terminating the easement with the appropriate Register of Deeds once the following conditions have been met: (1) all required groundwater remediation has been completed; (2) groundwater monitoring is no longer required per Rule _0l wo of this Section; and (3) monitoring wells have been abandoned in accordance with 15A NCAC 02C _0113_ (1) Any sale ar transfer of property which affects a compliance boundary shall be reported to the Director within seven days of the final sale or transfer_ For disposal systems which are not governed by Paragraphs () or (k) of this Rule, the compliance boundary affected by the sale or transfer of property shall be reestablished consistent with this Rule. (m) For ground adsorption sewage treatment and disposal systems serving :four or fewer single family dwellings or multiunit dwellings of four or fewer units regulated under 15A NCAC 02T .0600, the requirements of Paragraphs (i). 0), and (k) of this Rule shall not be applicable. (n) For ground absorption sewage treatment and disposal systems which are regulated under 15A NCAC 02T .0600, the compliance boundary shall be established at the property boundary- (o) Penalties authorized pursuant to G.S. 143-215.6A(a)(1) shall not be assessed for violations of the standards within a compliance zone unless the violations are of permit conditions or negligence in the management of the facility- (p) The Director shall require that exceedances of the standards resulting from activities conducted by the permitted facility within the compliance zone be remedied through clean-up, recovery, containment, facility design, or operational control if any of the following occur: (1) A violation of the standards occurs or is expected through professional judgment or predicted through modeling to occur in groundwater at or beyond the compliance boundary as a result of the pernutted activities- (2) A violation of the surface water standards established under 15A NCAC 02S _0200 occurs or is expected through professional judgment or predicted through modeling to occur as a result of the permtted activities- (3) An umninent hazard as defined in G.S_ 130A-2 exists- (4) An exceedance of the standards occurs in bedrock within the compliance zone as a result of the permitted activities, unless it can be demonstrated that the violation will not adversely affect any receptor. History Note: Authority G.S. 143-215.1; 143-215.3(a)(1); 143E-282; Ef . August 1, 1989, Amended E, . October 1, 1993; November 2, 1992; Readopted Eff. June 1, 2 02 2. Exhibit C Memorandum of Lease [Attached] Prepared by and return to: A. Killoran Long Jordan Price Wall Gray Jones & Carlton, PLLC 1951 Clark Ave., Raleigh, NC 27605 MEMORANDUM OF GROUND LEASE AGREEMENT This Memorandum of Ground Lease Agreement (this "Memorandum") is made as of this day of , 2023, between NASH JOHNSON & SONS' FARMS, INC., a North Carolina corporation ("Landlord"), and HOUSE OF RAEFORD FARMS, INC., a North Carolina corporation ("Tenant"). WITNESSETH: Landlord and Tenant have entered into a Ground Lease Agreement (the "Lease"), dated (the "Effective Date"), whereby Landlord has leased to Tenant, upon the terms and conditions set forth in the Lease, all of which provisions are specifically made a part hereof as if fully set forth herein, that certain parcels of land located in Duplin County, North Carolina commonly identified as 12-1887, 12-1888, 12-1934, and 11-1954, and as more particularly described on Exhibit A attached hereto and incorporated by reference (the "Leased Property"), together with appurtenant rights, easements and appurtenances pertaining to the Premises. The Lease contains provisions and rights applicable to the Premises, some of which are as follows: The initial term of the Lease shall be commenced on September 1, 2023, and shall expire on August 31, 2043. 2. The covenants, conditions and agreement made and entered into by the parties hereto shall be binding upon and inure to the benefit of their respective heirs, administrators, executors, representatives, successors, and assigns. 3. This Memorandum is not a summary of the Lease or anything to be used in its place; instead, it is solely for the purpose of recording a notification as to the existence of the Lease and shall not be construed to alter, modify, expand, diminish or supplement the provisions of the Lease. In the event of any inconsistency between the provisions of the Lease and this Memorandum, the provisions of the Lease shall govern. Upon the expiration of the stated Lease term and this Memorandum, the provisions of the county Lease shall govern. Upon the expiration of the stated Lease term, this Memorandum shall automatically terminate without further action or notice. IN WITNESS WHEREOF, the parties hereto have executed this Memorandum as of the day and year first above written. LANDLORD: NASH JOHNSON & SONS' FARMS, INC., a North Carolina corporation By: Name: Title: (SEAL) State of County of I certify that the following person personally appeared before me this day and acknowledged to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: Date: [stamp] Notary Public Printed Name My commission expires: TENANT: HOUSE OF RAEFORD FARMS, INC., a North Carolina corporation By: Name: Title: State of _ County of (SEAL) I certify that the following person personally appeared before me this day and acknowledged to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: Date: [stamp] Notary Public Printed Name My commission expires: EXHIBIT A LEASED PROPERTY 1111 tZ - t93� -Ai`te Property �Z-10`I 3 e z -� CO Z OR-1 _ ro p e rty o z o o zCO z d z 00 CL 0 480 960 1,920 t _ D a ascunaeR; Mailing Address: PO BOX 699 me mrormaro" yacaered om ROSE HILL NC 28455-0699 Town Code:O a i m�s aFe isf°r:d°^"eu°"ei Deeded Acres: 199.61 Account 0:6331650 °°`PG3e9O"�y°"cmemsaFs) DeedR2f:1015 141 Misc. lmprv:$MISC_IMP_VALUE pr�r•,ieu fiom 3Ne ene en°u�d NOT Last Sale Price: Year BuiltO ae�a as o, "puce or a„ auaF survey?he mep(s7 Assessed Value:41900 Land Value:$ TOTAL LAND VAL — _ ovember30, 2023 enoemnnToe�s,d�"pies Proper�Class:C4 Fire Code: f or °."eya"oes Heats Feet:O Year BuiltYEAR_BUILT �� _J 4879-6161-8071, v. 1 GROUND LEASE AGREEMENT THIS GROUND LEASE AGREEMENT (the "Agreement" or "Lease") is entered into as of this the 1st day of September 2023 (the "Effective Date"), by and between the NASH JOHNSON & SONS' FARMS, INC., a North Carolina corporation, and JOHNSON BREEDERS, INC., a North Carolina corporation (collectively, and hereinafter referred to, the "Landlord"), and HOUSE OF RAEFORD FARMS, INC., a North Carolina corporation (hereinafter referred to as "Tenant"). WHEREAS, Landlord is the fee simple owner of those certain parcels of land located in Duplin County, North Carolina commonly identified as 12-909 and 12-121 (the "Leased Property") as depicted in the map attached hereto as Exhibit A and incorporated by reference; and WHEREAS, NASH JOHNSON & SONS' FARMS, INC. is the fee simple owner of those certain parcels of land located in Duplin County, North Carolina commonly identified as 12-1887, 12-1888, 12-1934, and 11-1954 (the "Affiliate Property" and, collectively with the Leased Property, the "Property") as depicted in the map attached hereto as Exhibit A and incorporated by reference; and WHEREAS, Tenant desires to lease the Leased Property and Affiliate for the purposes of constructing, occupying and maintaining operations in the normal course of Tenant's business, which may include wastewater management operations; and WHEREAS, Landlord and Tenant have agreed to execute a ground lease agreement for the Affiliate Property of even date herewith for similar purposes and under similar terms contemplated herein; and WHEREAS, Landlord and Tenant acknowledge and agree that they are affiliate entities and for the purposes of this Lease further agree that the Leased Property and Affiliate Property shall be treated as one contiguous parcel and operations on or about any part of the Property will comply with the terms and conditions set forth herein; and WHEREAS, Landlord and Tenant acknowledge that Tenant is the permit holder of that certain Wastewater Irrigation System Permit (Permit Number WQ0002005) as issued by the North Carolina Department of Environmental Quality's Division of Water Resources for the continued operation of a wastewater treatment and irrigation facility on or about the Leased Property. NOW, THEREFORE, the parties for and in consideration of the covenants and agreements contained herein do hereby contract and agree as follows: 1. Landlord hereby leases unto Tenant the entirety of the Leased Property in accordance with the terms and conditions contemplated herein. 2. The term of this Agreement shall be for a primary term of twenty (20) years, commencing on September 1, 2023, and expiring at midnight on August 31, 2043, unless extended as provided for herein. 3. This Agreement may be extended at the end of the primary term for an additional term to be determined by Landlord. Tenant will notify Landlord sixty (60) days prior to the expiration of the primary term of interest to either renew, or terminate, this Agreement. 4. Tenant shall pay to Landlord $1.00 per year, in advance, for the rent of the Leased Property during the Term of this Lease. Payment is due upon execution of this Agreement. 5. (A) Use: The Lease Property may be used for the following purposes and for no other purposes: the construction, occupancy and maintenance of operations in the normal course of Tenant's business operations, including the use and operation of certain disposal systems. (B) Compliance with Laws; Compliance Boundary: Tenant agrees, at all times during the Term of this Lease, to comply with 15A NCAC 02L .0107 (attached hereto as Exhibit B and incorporated by reference) and related regulations, and in particular acknowledges and agrees to (i) establish and maintain a compliance boundary at a horizontal distance of 250 feet from the waste boundary, or 50 feet within the property boundary, whichever point is closer to the source; (ii) not cause or contribute to an exceedance of the surface water standards established under 15A NCAC 02B .0200; (iii) establish a monitoring program within the compliance zone per the requirements; and (iv) obtain and maintain appropriate permitting with the applicable local and state authorities. Landlord and Tenant agree, that if directed by a local, state, or other applicable governing agency, Tenant will record a Memorandum of Lease substantively similar to the form attached hereto as Exhibit C and incorporated by reference. For the avoidance of doubt, Tenant acknowledges and agrees that it is Tenant's sole responsibility, and cost and expense if applicable, to comply with all applicable laws, rules, regulations and regulations related to the operation of Tenant's business and Tenant's use of the Property. 6. (A) Indemnity: Landlord and Tenant shall indemnify and save harmless the other from any and all losses, fines, suits, damages, expenses, claims, demands and actions of any kind resulting from their negligence, breach, or violation or non-performance of any condition hereof. (B) Insurance; Taxes: Tenant shall, during the entire term of the Agreement keep in full force and effect a policy of public liability insurance with respect to the Leased Property and the business operated by Tenant on or about the Leased Property. All property in the Leased Property shall be and remain the Tenant's risk, and Tenant shall provide its own insurance on its business operations and on its contents, improvements, trade fixtures, machinery, equipment, furniture and furnishings. Landlord may during the term hereof, at its sole discretion and sole expense, provide and keep in force insurance on the Leased Property against loss or damage by fire and extended coverage, in an amount equal to one hundred percent (100%) of the full insurable value thereof, which insurance shall be placed with an insurance company or companies approved by Landlord and licensed to do business in the state wherein lay the Leased Property. The term "full insurable value" shall mean actual replacement value of the improvements made on or about the Leased Property (exclusive of costs of excavation, foundations and footing below ground level). The insurance required under this paragraph shall be carried in the name of the Landlord and any proceeds thereunder shall be paid to Landlord. Duplicate originals or certificates of insurance of the policies provided shall be furnished by Tenant to Landlord and shall contain an agreement by the insurer that such policy or policies shall not be canceled without at least ten (10) days prior notice to the Landlord. Tenant shall pay all taxes assessed against all personal property located on the Leased Property and shall also pay all privilege, excise and other taxes duly assessed. Tenant shall pay said taxes when due so as to prevent the assessment of any late fees or penalties. 7. Tenant shall be solely responsible for maintaining and repairing any structures or systems on or about the Leased Premises, including any wastewater management or treatment systems. Tenant will be responsible for communicating any repairs required as a result of negligence or willful act of Tenant or its associates to Landlord within twenty-four (24) hours of occurrence. Notwithstanding the above, Tenant will make any repairs required to the structures or systems on or about the Leased Property as a result of its negligence or willful acts. 8. Tenant will keep the Leased Property in a clean and wholesome condition and will comply at all times with all lawful health and police regulations. Tenant shall promptly comply with all applicable laws, ordinances, and regulations for said Leased Property, and the operations occurring thereon, including all ordinances and requirements enforced by the state board of health, sanitary, fire or police departments of Duplin County, North Carolina, or other applicable governing bodies for the correction, prevention and abatement of nuisances in and about or connected with the Leased Property because of Tenant's use thereof during the term of this Agreement, all at Tenant's expense. 9. If Tenant shall make default in the payment of the rent, or any part thereof or any other sums due under the terms hereof, when due as herein provided, or in any of the other covenants, agreements, conditions or undertakings herein contained, and such default shall continue for five (5) days after notice thereof in writing to Tenant, or if (a) any proceeding under the bankruptcy act of the United States is begun by or against the Tenant, and an order of adjudication, or order approving the petition, be entered in such proceedings, or (b) a receiver or trustee is appointed for substantially all of the Tenant's business or assets, or (c) if Tenant shall make an assignment for the benefit of creditors, or (d) if Tenant shall vacate or abandon the Leased Property, then, and in any such event, it shall be lawful for the Landlord, at its election, to declare the term hereof ended and to re-enter the Leased Property, and to repossess and enjoy the said Leased Property and any buildings and improvements situated thereon without such a re-entry and repossession working a forfeiture of the rents to be paid and the covenants to be performed by the Tenant during the full term of this Agreement. If any default shall be made in any covenant, agreement, condition, or undertaking which cannot with due diligence be cured within a period of five (5) days, and if notice thereof in writing shall have been given to the Tenant, and if the Tenant, prior to the expiration of five (5) days from and after the giving of such notice, shall commence to satisfy the cause of such default and shall proceed diligently and with reasonable dispatch to take all steps and do all work required to cure such default, then the Landlord shall not have the right to declare said term ended by reason of such default; provided, however, that the curing of any default in such manner shall not be construed to limit or restrict the right of Landlord to declare the said term ended and enforce all of their rights and remedies hereunder for any other default not so cured. The foregoing provision for the termination of this Agreement for any default in any of its covenants shall not operate to exclude or suspend any other remedy of the Landlord for breach of any of said covenants, or for the recovery of said rent for the full term, and in the event of the termination or default in any of the terms of this Agreement as aforesaid. 10. Tenant shall permit Landlord and its agents to enter the Leased Property at all reasonable times for any purpose and/or to inspect the same. 11. If the Leased Property, including improvements thereon, are injured by fire or other casualty, Landlord shall have the exclusive right and option to either terminate this Agreement or reconstruct and/or repair the said damaged improvements and continue this Agreement under its terms and conditions as if no such casualty occurred by giving written notice to Tenant of Landlord's intention to so continue this Agreement within thirty (30) days after the date of said damage or casualty. In the event that Landlord so elects to continue this Agreement, any insurance proceeds payable as a result of said fire or casualty shall be first applied to pay the reconstruction or repair of said improvements, and any balance of such insurance proceeds after payment of said reconstruction or repair shall be paid to Landlord. 12. If, during the term of this Agreement, the Leased Property shall be taken or condemned, either in whole or part, by competent authorities for public or quasi -public use, Landlord shall have the option to terminate this Agreement as of the date of taking. If Landlord elects not to terminate this Agreement, then this Agreement shall continue in full force and effect. 13. All covenants, conditions and agreements and undertakings contained in this Agreement shall extend to and be binding on the respective heirs, successors and assigns of the respective parties hereto the same as if they were in every case named and expressed. 14. It is further understood and agreed by and between the Landlord and Tenant that, on account of breach or default by either party of any of their obligations hereunder, it shall become necessary for the other party to employ and/or consult with an attorney to give advice, or to enforce or demand any of either parry's rights or remedies hereunder, then, and in any such event, the defaulting or breaching party shall pay all attorney fees, court costs and other expenses occasioned by such default(s) or breach(es). 15. All notices from Tenant to Landlord, including the delivery of rent, shall be served or sent to Landlord at the below listed address; and all notices from Landlord to Tenant shall be served or sent to Tenant at the below listed address. Landlord: NASH JOHNSON & SONS' FARMS, INC. Attn: Email: JOHNSON BREEDERS, INC. Attn: Email: Tenant: HOUSE OF RAEFORD FARMS, INC. Attn: Email: All notices to be given under this Agreement shall be in writing and shall be served personally, sent by United States certified or registered mail, or sent electronically to the parties identified herein. 16. This Agreement contains all of the agreements and conditions made between the parties hereto and may not be modified orally or in any other manner other than by agreement in writing signed by all parties hereto or their respective successors in interest. 17. If any section, paragraph, sentence or portion of this Agreement or the application thereof to any party or circumstance shall, to any extent, be or become invalid or illegal, such provision is and shall be null and void, but, to the extent that said null and void provisions do not materially change the overall agreement and intent of this entire agreement, the remainder of this Agreement shall not be affected thereby and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent provided by law. 18. This Agreement shall be governed in accordance with the laws of the State of North Carolina. 19. Tenant shall have the right to make such alterations and improvements to the Leased Property as it deems necessary or desirable upon receiving advanced written permission from the Landlord. Such alterations and improvements shall comply with all applicable construction laws and regulations and shall conform generally with the existing improvements on the Leased Property. The Tenant shall keep the Leased Property free from any and all liens arising out of the work performed or materials furnished in making such improvements. 20. The Tenant shall not assign or transfer this Agreement or hypothecate or mortgage the same or sublet the Leased Property, or any part thereof, without the prior written consent of Landlord in each instance. 21. This Agreement constitutes the entire agreement between the parties and may not be modified in any manner, except by a writing signed by the Landlord and the Tenant. [SIGNATURES CONTINUE ON NEXT PAGE] IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the date first above written. WITNESSES LANDLORD: NASH JOHNSON & SONS' FARMS, INC., a North Carolina corporation By: Its: Date: JOHNSON BREEDERS, INC., a North Carolina corporation By: Its: Date: TENANT: HOUSE OF RAEFORD FARMS, INC., a North Carolina corporation By: Its: Date: Exhibit A Leased Property; Affiliate Property Hggh 1177 ed Property o �ti ffiliate y z A+ RI CL a z z oyam f 0 r In U) i Z i 3 co00 ; CL o 0 480 960 1,920D z a et ascu,MLR: ">t+e nrormae'on9ameeermm Mailing Address: PO BOX 699 ROSE HILL NC 28458-0699 Town Code:0 s F^muses °mvmeais) p,^,ea rmm�hs sn�sn°"id Noy Deeded Acres: 199.61 Feed R,1.0015 141 Account #:6331650 Misc. hnprv:$MISC IMP VALUE Ci- ee°amass o,�^"tee°r ee a�"ai6"wey,rnemaa�s} st Sae Price: Assessed Value.41900 Year BuilYO Land Value:$ TOTAL LAND VAL — — ovember30,2023 - L i, ,ho�ian T,b, ea'j^Wes o ^eye"�es. Property Class,G4 Heats Feet; 0 Fire Code:14 YearBuilt:YEAR—BUILT f 7� _J Exhibit B 15A NCAC 02L .0107 [Attached] 15A NCAC 02L .0107 COMPLIANCE BOUNDARY (a) For disposal systems individually permitted prior to December 30, 1983, the compliance boundary shall be established at a horizontal distance of 500 feet from the waste boundary or at the property boundary, whichever is closer to the source- (b) For disposal systems individually permitted on or after December 30, 1983, a compliance boundary shall be established at a horizontal distance of 250 feet from the waste boundary, or 50 feet within the property boundary, whichever paint is closer to the source- (c) The compliance boundary shall be established at the time of permit issuance and shall remain in place for the duration of the permit- (d) The compliance boundary and zone shall extend vertically from the surface through the water table to the maximum depth of saturation- (e) The permitted activity shall not cause or contribute to an exceedance of the surface water standards established under 15A NCAC 02B .0200. (f) Multiple contiguous properties under common ownership and permitted for use as a waste disposal area shall be treated as a single property with regard to determination of a compliance zone and setbacks to property lines as per Paragraphs (a) or (b) of this Rule- (g) Where compliance zones for separately permitted waste disposal areas under the same ownership on the same property intersect, the Director shall combine the compliance zones into one single compliance zone with a single compliance boundary- (h) The peruuttee shall establish a monitoring program within the compliance zone per the requirements in Rule 0110 of this Section- (i) Except as provided in Paragraph (m) of this Rule, no new water supply wells shall be constructed within the compliance zone of a disposal system individually permitted after January 1, 1993_ 0) Except as provided in Paragraph (m) of this Rule, if the land within an established compliance zone of a disposal system permitted after January 1, 1993 is transferred and that land is serviced by a community water system as regulated under 15A NCAC 18C, the source of which is located outside the compliance boundary, the deed shall contain notice of the permit, including the permit number, a description of the type of permit, and the name, address and telephone number of the permitting agency_ (k) Except as provided in Paragraph (m) of this Rule, if at the time a permit is issued after January 1, 1993, the peruuttee is not the owner of the land within the compliance zone, it shall be a condition of the permit issued or renewed that the landowner of the laud within the compliance zone, if other than the permittee, execute and file in the Register of Deeds in the county in which the land is located, an easement running with the land that contains either a notice of the permit, including the pernut number, a description of the type of permit, and the name, address and telephone number of the permitting agency; or a reference to a notice of the permit with book and page number of its recordation if such notice is required to be filed by statute. The Director shall, upon request by the landowner, file a document terminating the easement with the appropriate Register of Deeds once the following conditions have been met: (1) all required groundwater remediation has been completed; (2) groundwater monitoring is no longer required per Rule _0l wo of this Section; and (3) monitoring wells have been abandoned in accordance with 15A NCAC 02C _0113_ (1) Any sale ar transfer of property which affects a compliance boundary shall be reported to the Director within seven days of the final sale or transfer_ For disposal systems which are not governed by Paragraphs () or (k) of this Rule, the compliance boundary affected by the sale or transfer of property shall be reestablished consistent with this Rule. (m) For ground adsorption sewage treatment and disposal systems serving :four or fewer single family dwellings or multiunit dwellings of four or fewer units regulated under 15A NCAC 02T .0600, the requirements of Paragraphs (i). 0), and (k) of this Rule shall not be applicable. (n) For ground absorption sewage treatment and disposal systems which are regulated under 15A NCAC 02T .0600, the compliance boundary shall be established at the property boundary- (o) Penalties authorized pursuant to G.S. 143-215.6A(a)(1) shall not be assessed for violations of the standards within a compliance zone unless the violations are of permit conditions or negligence in the management of the facility- (p) The Director shall require that exceedances of the standards resulting from activities conducted by the permitted facility within the compliance zone be remedied through clean-up, recovery, containment, facility design, or operational control if any of the following occur: (1) A violation of the standards occurs or is expected through professional judgment or predicted through modeling to occur in groundwater at or beyond the compliance boundary as a result of the pernutted activities- (2) A violation of the surface water standards established under 15A NCAC 02S _0200 occurs or is expected through professional judgment or predicted through modeling to occur as a result of the permtted activities- (3) An umninent hazard as defined in G.S_ 130A-2 exists- (4) An exceedance of the standards occurs in bedrock within the compliance zone as a result of the permitted activities, unless it can be demonstrated that the violation will not adversely affect any receptor. History Note: Authority G.S. 143-215.1; 143-215.3(a)(1); 143E-282; Ef . August 1, 1989, Amended E, . October 1, 1993; November 2, 1992; Readopted Eff. June 1, 2 02 2. Exhibit C Memorandum of Lease [Attached] Prepared by and return to: A. Killoran Long Jordan Price Wall Gray Jones & Carlton, PLLC 1951 Clark Ave., Raleigh, NC 27605 MEMORANDUM OF GROUND LEASE AGREEMENT This Memorandum of Ground Lease Agreement (this "Memorandum") is made as of this day of , 2023, between NASH JOHNSON & SONS' FARMS, INC., a North Carolina corporation, and JOHNSON BREEDERS, INC., a North Carolina corporation (collectively, the "Landlord"), and HOUSE OF RAEFORD FARMS, INC., a North Carolina corporation ("Tenant"). WITNESSETH: Landlord and Tenant have entered into a Ground Lease Agreement (the "Lease"), dated (the "Effective Date"), whereby Landlord has leased to Tenant, upon the terms and conditions set forth in the Lease, all of which provisions are specifically made a part hereof as if fully set forth herein, that certain parcels of land located in Duplin County, North Carolina commonly identified as 12-909 and 12-121, and as more particularly described on Exhibit A attached hereto and incorporated by reference (the "Leased Property"), together with appurtenant rights, easements and appurtenances pertaining to the Premises. The Lease contains provisions and rights applicable to the Premises, some of which are as follows: The initial term of the Lease shall be commenced on September 1, 2023, and shall expire on August 31, 2043. 2. The covenants, conditions and agreement made and entered into by the parties hereto shall be binding upon and inure to the benefit of their respective heirs, administrators, executors, representatives, successors, and assigns. 3. This Memorandum is not a summary of the Lease or anything to be used in its place; instead, it is solely for the purpose of recording a notification as to the existence of the Lease and shall not be construed to alter, modify, expand, diminish or supplement the provisions of the Lease. In the event of any inconsistency between the provisions of the Lease and this Memorandum, the provisions of the Lease shall govern. Upon the expiration of the stated Lease term and this Memorandum, the provisions of the county Lease shall govern. Upon the expiration of the stated Lease term, this Memorandum shall automatically terminate without further action or notice. IN WITNESS WHEREOF, the parties hereto have executed this Memorandum as of the day and year first above written. II_WII]013N�� NASH JOHNSON & SONS' FARMS, INC., a North Carolina corporation By: Name: Title: (SEAL) State of County of I certify that the following person personally appeared before me this day and acknowledged to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: Date: [stamp] JOHNSON BREEDERS, INC., a North Carolina corporation By: Name: Title: (SEAL) Notary Public Printed Name My commission expires: State of County of I certify that the following person personally appeared before me this day and acknowledged to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: Date: [stamp] Notary Public Printed Name My commission expires: TENANT: HOUSE OF RAEFORD FARMS, INC., a North Carolina corporation By: Name: Title: State of _ County of (SEAL) I certify that the following person personally appeared before me this day and acknowledged to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: Date: [stamp] Notary Public Printed Name My commission expires: EXHIBIT A LEASED PROPERTY kdgh i17j c: 1Z -193�# ed Property o �ti ffiliate y z (n Z Cf;T CL a o " z z oyam f Jz In U) i Z i Q- 3: coCO ; CL o 0 480 960 1,920 D, a ascu,MLR: "me;"ro,.Ar ngame,e4 rmm Mailing Address: PO BOX 699 ROSE HILL NC 28458-0699 Town Code:0 s t,. �. i.fur "i7onna0one1 F°muses °mve"a u�meais) p,",ea kom ohs sn�sno"id Noy Deeded Acres: 199.61 Feed Reif: 1015 141 Account #:6331650 Misc. hnprv:$MISC IMP VALUE Ci- ee,.�ass o, �""tee°r ae a�"ai6"wey,rnemaa�s} st Sae Price: Assessed Value.41900 Year BuilYO Land Value:$ TOTAL LAND VAL — — ovember30,2023 - Li, snouiaon T"bea'j"eeles �eye" usees. PropertyClass,G4 Heats Feet: 0 Fire Code:14 YearBuilt:YEAR—BUILT f �� _J 4866-0220-4823, v. 1