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HomeMy WebLinkAboutORD-2019-024 Resolution of Approval – Conservation Easement on Cedar Grove Windy Hill Farm and Approval of Budget Amendment #10-A 1 ORD-2019-024 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: June 4, 2019 Action Agenda Item No. 4-d SUBJECT: Resolution of Approval — Conservation Easement on Cedar Grove Windy Hill Farm and Approval of Budget Amendment #10-A DEPARTMENT: Environment, Agriculture, Parks and Recreation (DEAPR) ATTACHMENT(S): INFORMATION CONTACT: 1. Resolution of Approval David Stancil, 245-2510 2. Location Map 3. Site Map 4. Draft Conservation Easement PURPOSE: To consider a resolution to approve the purchase of and acceptance by Orange County of an agricultural conservation easement for Cedar Grove Windy Hill Farm, and approve Budget Amendment #10-A. BACKGROUND: The acquisition of conservation easements to protect highly important natural and cultural resource lands in Orange County is a longstanding goal of the Board of Commissioners, and is a priority of the Lands Legacy program. Since 2001, the County has partnered with landowners and other entities to protect 2,647 acres of significant natural areas and prime farmland with permanent conservation easements, leveraging over $3 million in outside funding and grants toward these easements. Over the past several years, DEAPR has worked with Geoffrey (deceased) and Jane Gledhill and the Eno River Association on a project to conserve the approximately 39-acre Cedar Grove Windy Hill Farm located on Carr Store Road in Cedar Grove Township. The farm property is located in the Upper Eno Protected Watershed, a priority watershed for acquiring agricultural easements in a dual effort to protect prime farmland and drinking water quality. The farm has over 500 feet of riparian buffer of a tributary of the East Fork Eno River and Lake Orange, which supplies drinking water to the Town of Hillsborough. Ms. Gledhill intends to grant a permanent conservation easement that will restrict future development to protect prime farmland and streams, as well as scenic views of the farmland from Carr Store Road. All non-agricultural development rights will be extinguished through the conservation easement. Future farm activities will be in accordance with a Conservation Plan prepared for this farm by the Orange Soil & Water Conservation District. 2 The planned agricultural conservation easement would be held jointly by Orange County and the Eno River Association. The easement would complement the technical assistance from the Orange Soil and Water Conservation District and protect a farm located just 1/3 mile from Cedar Grove Rural Crossroads Historic District (listed on the National Register of Historic Places). The planned agricultural conservation easement area is depicted on the attached site map. A draft deed of conservation easement is also provided. FINANCIAL IMPACT: The value of the conservation easement is $117,600, which was determined by an appraisal by Kirkland Appraisals, LLC. DEAPR worked with the Eno River Association to identify the following funding sources: Orange County (Lands Legacy) $ 65,700 (44%) Eno River Association $ 15,000 (10%) NC Agricultural Development and Farmland Preservation Trust Fund (ADFP) $ 39,655 (26%) Landowner Donation $ 29,400 (20%) $149,755 (acquisition + transaction) The purchase price for the conservation easement is $88,200, which is 75 percent of the appraised value ($117,600). The landowner will donate 25 percent of the easement value ($29,400), meaning they will forgo that amount and, instead, will be eligible for federal income tax benefits. Funds for the easement purchase would come from Orange County ($49,700 purchase price plus $16,000 for appraisal, survey and closing costs), ADFP ($39,655 purchase price plus stewardship), and Eno River Association ($15,000 stewardship). The County's approximate share of funds ($65,700) would come from existing funds budgeted and approved for the Lands Legacy program (Land Legacy Fund). The Cedar Grove Windy Hill Farm property is enrolled in the Present Use Value taxation program, so the conservation easement would not lessen the amount of property taxes paid to the County. There would be no decrease in the property's market value caused by the conservation easement (and extinguishing of a portion of its development rights) since it would not lower the property value to a level that is less than the current present use value. With this allocation, approximately $2.3 million remains available in the Lands Legacy Capital Project. The following Budget Amendment #10-A provides for the use of the above mentioned funds, and amends the following Capital Project Ordinances: Lands Legacy Capital Project (-$65,700) - Project#20011 Revenues for this project: Current FY 2018-19 FY 2018-19 FY 2018-19 Amendment Revised Alternative Financing $2,639,857 $65,700 $2,574,157 From General Fund $42,697 $0 $42,697 Donations $1,000 $0 $1,000 Appropriated Fund Balance $9,337 $0 $9,337 Total Project Funding $2,692,891 ($65,700) $2,627,191 3 Appropriated for this project: Current FY FY 2018-19 FY 2018-19 2018-19 Amendment Revised Lands Legacy Program $2,692,891 ($65,700) $2,627,191 Total Costs $2,692,891 ($65,700) $2,627,191 Conservation Easements Capital Project ($65,700) - Project#20006 Revenues for this project: Current FY 2018-19 FY 2018-19 FY 2018-19 Amendment Revised Alternative Financing $2,452,247 $65,700 $2,517,947 From General Fund $696,521 $0 $696,521 Donations $1,020 $0 $1,020 NC Agriculture Development $135,480 $0 $135,480 Grant Eno River Association $252,843 $0 $252,843 Upper Neuse Clean Water Initiative $54,000 $0 $54,000 NC Conservation Reserve $18,800 $0 $18,800 Program Contribution from Hillsborough $6,157 $0 $6,157 USDA Farmland Protection $1,936,000 $0 $1,936,000 Total Project Funding $5,553,068 $65,700 $5,618,768 Appropriated for this project: Current FY FY 2018-19 FY 2018-19 2018-19 Amendment Revised Conservation Easements $5,553,068 $65,700 $5,618,768 Total Costs $5,553,068 $65,700 $5,618,768 SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goal is applicable to this item: • GOAL: ENSURE ECONOMIC SELF-SUFFICIENCY The creation and preservation of infrastructure, policies, programs and funding necessary for residents to provide shelter, food, clothing and medical care for themselves and their dependents. This farm conservation easement will help ensure that this prime farmland remains available for cultivation and food production, helping to provide healthy local food to County residents and others. RECOMMENDATION(S): The Manager recommends the Board adopt and authorize the Chair to sign the resolution approving the acceptance by Orange County of the conservation easement, and authorize the Chair and the Clerk to sign the conservation easement agreement, subject to final review by staff and County Attorney, with a closing and recordation of the document expected to occur on or about September 30, 2019, and approve Budget Amendment #10-A. RES-2019-037 Attachment 1 4 ORANGE COUNTY BOARD OF COMMISSIONERS RESOLUTION Approval of Conservation Easement between Orange County and the Eno River Association and Jane Gledhill WHEREAS, Orange County has adopted goals that promote the preservation of natural areas, wildlife habitat, prime farmland, and open space in the County; and WHEREAS, Orange County established the Lands Legacy Program for the purpose of protecting the most significant natural and cultural resources through partnerships with landowners and other conservation entities; and WHEREAS, one component of the Lands Legacy Program is the acquisition of conservation easements on prime farmland within water supply watersheds; and WHEREAS, the Cedar Grove Windy Hill Farm property includes approximately 39 acres in the Upper Eno protected watershed, consisting of a majority of prime agricultural soils, and includes 500 linear feet of stream buffer to a tributary that drains to Lake Orange — a drinking water supply reservoir for the Town of Hillsborough; and WHEREAS, Jane Gledhill, the owner of the Cedar Grove Windy Hill Farm property, wishes to grant a permanent conservation easement to Orange County and the Eno River Association, which will protect the prime farmland and riparian corridors that exist on the property; and WHEREAS, a conservation easement on this approximately 39 acres would ensure the preservation of this farmland and stream buffers for future generations and help compensate the owner for this long-term commitment; NOW, THEREFORE, BE IT RESOLVED that the Orange County Board of Commissioners does hereby 1) accept on behalf of Orange County the conservation easement for land owned by Jane Gledhill; 2) approve the execution of this conservation easement agreement with Jane Gledhill, in accordance with the terms of the proposed easement agreement, subject to final review by staff and the County Attorney; 3) authorize the Chair and the Clerk to sign the easement agreement on behalf of the Board, with a closing to occur on or about September 30, 2019; and 4) authorize County staff to sign any and all closing documents upon consultation with the County Attorney. BE IT FURTHER RESOLVED that the Board thanks Jane Gledhill for the civic-minded granting of this conservation easement through the Lands Legacy Program. This the 4t" day of June, 2019. Penny Rich, Chair Orange County Board of Commissioners Donna Baker, Clerk to the Board N Attachment 2 WE Cedar Grove Windy Hill Farm Context Map s 00.275.55 1.1 1.65 2.2 Miles hInky Farm Conservation Easement Pope Farm N� 0 0. �a Cedar Grove Cedar{trove Park Windy Hill Farm Thompson Farm W.C. Breeze Family Farm Tate Farm 86 Carts-Beth Hillsborough Farm Resin Lemke Center Stream Orange Milton Later Farm Farm Confluence Natural Area Carle-Beth Farm Volpe Property 0 t �S 57 Ward Farm Legend 5 Mile Biffer Cedar Grove Windy Hill Farm do Hillsborough ERA Conservation Lands AERA Conservation Easements bA OC Conservation Easements 10 70 State of NC Conservation Land Other Conservation Land T Sev "e � Cities P Streams 86 Roads Attachment 3 is f 3,0 acres 4.3 acres FFF S Jti t sr . . i �f s CA RR STORE RD ^;� s 4! � Cedar Grove Windy Hill Farm CE 2017 Aerial Image Aerial Map ti N Cedar Grove Windy Hill Farm CE Existing Buildings l 1777— Farmstead Areas (-7.3 acres) Future Buildings DEAPR 1 inch = 205 feet Date: 4/24/2019 7 Attachment 4 This instrument prepared by and return to: ADFP TRACKING# John L.Roberts,Office of the Orange County Attorney ADM-ADFP-18-019 Box 8181,Hillsborough,NC 27278 STATE OF NORTH CAROLINA COUNTY OF ORANGE TAX ID/PARCEL/PIN PIN 9878814496 WARRANTY DEED OF CONSERVATION EASEMENT This Deed of Conservation Easement("Easement")is granted on this_day of ,2019,by JANE E. GLEDHILL having an address of 1319 Carr Store Road, Cedar Grove,NC 27231 ("GRANTOR"),to ORANGE COUNTY,NORTH CAROLINA,having an address of Post Office Box 8181,Hillsborough,NC 27278 ("GRANTEE") and ASSOCIATION FOR THE PRESERVATION OF THE ENO RIVER VALLEY,INC., a North Carolina Nonprofit Corporation,having an address of 4404 Guess Road,Durham,NC 27712, also known as the Eno River Association, (both together referred to herein as "Grantee"or"Grantees"),the North Carolina Department of Agriculture and Consumer Services(NCDA&CS) acting by and through the North Carolina Agriculture Development and Farmland Preservation Trust Fund("NCADFP Trust Fund"),for the purpose of forever conserving the agricultural productivity of the Protected Property and its value for resource preservation and as open space. The Grantor, Grantees, and NCDA&CS are collectively referred to as "The Parties". The designation Grantor and Grantees as used herein shall include said parties,their heirs, successor and assigns, and shall include singular,plural,masculine,feminine or neuter as required by context. RECITALS WHEREAS, Grantor is the sole owner in fee simple, of a certain farm property identified in Exhibit A located in Cedar Grove Township, Orange County,North Carolina and identified on the plat of property entitled"Enter name of plat Conservation Easement"prepared by Enter surveyor which plat is recorded at Plat Book Enter book number Page Enter page number, Orange County Registry with said farm property totaling 3 8.8 8 acres covered by this Conservation Easement(the"Protected Property"). 8 WHEREAS,the Protected Property consists primarily of productive agricultural land and forest land. The Protected Property also contains within its boundary buildings and/or improvements as shown on Exhibit E attached hereto and incorporated herein. The majority of the soils on the Protected Property have been classified as"prime"or "statewide important" soils by NRCS. It is the primary purpose of this Easement to protect the green space, silvicultural and agricultural soils,and agricultural and silvicultural viability and productivity by limiting nonagricultural uses of the Protected Property. WHEREAS,the Protected Property also includes outstanding woodland and riparian habitats for a variety of wildlife species of importance to the Grantor,the people of Orange County and the people of North Carolina. WHEREAS, it is a secondary purpose of this Easement to protect the natural wildlife habitat,historical, and scenic resources. The agricultural,natural,wildlife habitat and scenic resources of the Protected Property are collectively referred to as the"Conservation Values"of the Protected Property. WHEREAS,the specific Conservation Values of the Protected Property and its current use and state of improvement are described in a Baseline Documentation Report("Report")prepared by the Grantees with the cooperation of the Grantor, and acknowledged by all parties to be accurate as of the date of his Easement. This Report may be used by the Grantees to document any future changes in the use or character of the Protected Property in order to ensure the terms and condition of the Easement are fulfilled. This Report,however, is not intended to preclude the use of other evidence to establish the present condition of the Protected Property if there is a controversy over its use. The Grantor and Grantees have copies of this Report, and said Report will remain on file at the offices of the Grantees. WHEREAS,the Grantor and Grantees agree that the current agricultural use of, and improvements to,the Protected Property are consistent with the conservation purposes of this Easement. WHEREAS,the Grantor intends that the Conservation Values of the Protected Property be preserved and maintained, and further,Grantor intends to convey to the Grantees the right to preserve and protect the agricultural and other Conservation Values of the Protected Property in perpetuity. WHEREAS,the consideration paid for this Conservation Easement does not represent fair market value of the Protected Property and it is the Grantor's intent to make a charitable contribution to Grantees. The fair market value of the Protected Property shall be determined by one of the valuation methods and rules that affect valuation as set forth in Regulation §1.170A-14(h)(3). WHEREAS,the Conservation Purposes of the Easement are recognized by, and the grant of this Easement will serve,the following clearly delineated governmental conservation policies: (1) North Carolina General Statute 139-2 et seq.,which provides that"it is hereby declared...that the farm, forest and grazing lands of the State of North Carolina are among the basic assets of the State and the preservation of these lands is necessary to protect and promote the health, safety and general welfare of its people... It is hereby declared to be the policy of the legislature to provide for the conservation of the soil and resources of this State;" 2 9 (2) North Carolina General Statute 106-583 et seq.,which states that"It is declared to be the policy of the State of North Carolina to promote the efficient production and utilization of the products of the soil as essential to the health and welfare of our people and to promote a sound and prosperous agriculture and rural life as indispensable to the maintenance of maximum prosperity;" (3) The Uniform North Carolina Conservation and Historic Preservation Agreements Act,North Carolina General Statute 121-34 et seq.,which provides for the enforceability of restrictions, easements, covenants or conditions"appropriate for retaining in land or water areas predominantly in their natural, scenic, or open condition or in agricultural,horticultural, farming or forest use,"and which provides for tax assessment of lands subject to such agreements"on the basis of the true value of the land and improvement less any reduction in value caused by the agreement;" (4) The establishment of the NCADFP Trust Fund established in 2005 (N.C.G.S. 106-744 (c)) to preserve important farmland in North Carolina, (5) The special use assessment of farm and forest land as set forth in North Carolina General Statute 105-277.2 et seq., (6) The Orange County Agricultural Development and Farmland Protection Plan,adopted November 17,2009, which recommends that Orange County acquire agricultural conservation easements to help protect farmland as valuable natural resources; and WHEREAS, Grantor and Grantees have the common purpose of protecting the above described Conservation Values and current condition of the Protected Property and preventing conversion of the Protected Property to non- agricultural uses and Grantor agrees to create and implement the Agricultural Conservation Plan that is developed utilizing the standards and specifications of the NRCS Field Office Technical Guide and 7 CFR Part 12,and is approved by the Grantees. WHEREAS,the Grantee Orange County is a body politic existing under Chapter 153A of the North Carolina General Statutes, and the Grantee Eno River Association is a 501(c)(3)non-profit corporation, and each of them is qualified to hold Easements under the applicable laws of the State of North Carolina and Grantee Orange County is a tax- exempt public charity under section 501(c) and 509(a)2 of the Internal Revenue Code and the regulations promulgated thereunder, and Orange County is a qualified organization under I.R.C. section 170(h). Further, each of the Grantees is eligible to receive NCADFP Trust fund monies pursuant to Article 61 of Chapter 106 of the North Carolina General Statutes. NOW, THEREFORE, for one hundred and seventeen thousand and six hundred Dollars($117,600)and for the reasons given and other good and valuable consideration and in consideration of their mutual covenants,terms, conditions and restrictions contained herein,the Grantor hereby voluntarily grants and conveys to the Grantees, and the Grantees hereby voluntarily accepts,a perpetual Conservation Easement in the Protected Property,which Easement is an immediately vested interest in real property of the nature and character described herein. Grantor promises that he will not perform,nor knowingly allow others to perform, any act on or affecting the Protected Property that is inconsistent with the covenants contained herein. Grantor authorizes the Grantees to enforce these Covenants in the manner described below. 3 10 ARTICLE I. GENERAL 1.1. Statement of Purpose. It is the primary purpose of this Conservation Easement to enable the Protected Property to remain in agricultural use by preserving and protecting its green space,wildlife, silvicultural and agricultural soils and agricultural and silvicultural viability and productivity by limiting nonagricultural uses of the Protected Property. No activity that would significantly impair the actual or potential agricultural use of the Protected Property, or that is otherwise inconsistent with the purposes of this Conservation Easement shall be permitted. To the extent that the preservation and protection of the natural,historic,recreational,habitat or scenic values referenced in this Easement are consistent with the primary purposes stated above,it is within the purpose of this Easement to also protect those values, and no activity that would significantly impair those values shall be permitted. The provisions of this Conservation Easement and associated exhibits will not be interpreted to restrict the types of agricultural operations that can function on the Protected Property, so long as the agricultural operations are consistent with the long-term viability of the Protected Property,Agriculture Conservation Plan and conservation easement purposes, and do not violate federal or state laws, including federal drug laws. No uses will be allowed that decrease the conservation easement protection for the agricultural use and future viability, and related conservation values of the Protected Property. The production,processing, and marketing of agricultural crops and livestock is allowed provided it is conducted in a manner consistent with the terms of the Agricultural Conservation Plan. 1.2. Perpetual Duration. This Conservation Easement over the Protected Property as further described in Exhibit A, shall be perpetual. It is an easement in gross,runs with the land and is enforceable by Grantees against Grantor as provided herein, and against Grantor's representatives, successors, assigns, leases,agents and licensees. 1.3. Extinguishment of Development Rights. Except as otherwise reserved to the Grantor in this Easement,the parties agree that all development rights appurtenant to the Protected Property are hereby released,terminated and extinguished, and may not be used on or transferred to any portion of the Protected Property as it now or hereafter may be bounded or described, or used or transferred to any other property adjacent or otherwise,nor used for the purpose of calculating permissible lot yield of the Protected Property or any other property by anyone including the Grantor and Grantees. 1.4. Compliance with other Regul�ry Requirements. The Grantor is responsible for complying with all additional permits or regulation to use or develop the Protected Property under the terms of this Easement, including Orange, State of North Carolina or Federal requirements,regardless of any reserved rights or permissions contained in this Easement Document. ARTICLE IL PROHIBITED AND RESTRICTED ACTIVITIES Any activities inconsistent with the purposes of this Conservation Easement are prohibited. The terms and conditions of this easement run with the land and are binding upon the Grantor and Grantees and their respective heirs, successors, agents, assigns,lessees, and any other person claiming under them must comply with all terms and conditions of this Conservation Easement,including the following: 2.1. Subdivision. Separate conveyance of a portion of the Protected Property, subdivision,partitioning or dividing the Protected Property is prohibited. Grantor hereby waives any right to subdivide the protected property pursuant to North Carolina General Statute 106-744(b)(1). Even if the Protected Property consists of more than one parcel for 4 11 real estate tax or any other purpose or if it was acquired previously as separate parcels,it will be considered one parcel for purposes of this Conservation Easement, and the restrictions and covenants of this Conservation Easement will apply to the Protected Property as a whole. 2.2. Industrial and Commercial Use. Industrial and commercial use of the Protected Property and access therefore is prohibited except agricultural production and related uses conducted as described in the Agricultural Conservation Plan; the sale of excess power generated in the operation of renewable energy structures and associated equipment or other energy structures that Grantees approve in writing as being consistent with the conservation purposes of this Conservation Easement; temporary or seasonal outdoor activities or events that do not harm the agricultural use, future viability, and related conservation values of the Protected Property herein protected; commercial enterprises related to agricultural or forestry including but not limited to agritourism,processing,packaging, and marketing of farm or forest products. This restriction does not prohibit the use of the Protected Property or construction of improvements primarily for agricultural,horticultural, forestry, silvicultural, lawful and customary rural enterprises, such as,but not limited to, a winery,bed and breakfast, saw mills, farm machinery repair enterprises and non-developed recreational purposes as more specifically defined herein. Conducting customary rural commercial enterprises on any other part of the Property is not permitted without the advance written permission of the Grantees in each instance. The Grantees shall not give such permission unless the Grantees determine that the proposed use will not substantially diminish or impair the conservation values of the Property. 2.3. Minim. There shall be no filling, excavation, dredging, mining or drilling,removal of topsoil, sand, gravel,rock, peat,minerals,hydrocarbons or other materials, and no change in the topography of the land in any manner except as necessary for the purpose of farming operations or combating erosion of flooding and as reasonably necessary for any permitted maintenance, construction or reconstruction on the Protected Property. Disturbed areas for the purpose of removing topsoil, sand, gravel,rock,peat,minerals, or other materials must not harm the conservation values or the agricultural uses of the Property and will be restored as soon as practicable after the disturbance. Any removal of material as provided for in this subsection shall be solely for the purposes of the Protected Property and shall not be removed and sold to a third party. Under no circumstances is the exploration, exploitation and/or drilling for oil,natural gas,coal and/or other hydrocarbons permitted in,on or to the Protected Property. If a third party owns or leases the oil,natural gas, or any other mineral substance at the time this Conservation Easement is executed, and their interests have not been subordinated to this Conservation Easement,the Grantor must require, to the greatest extent possible,that any oil,natural gas, and mineral exploration and extraction conducted by such third party is conducted in accordance with this paragraph. 2.4. Surface Alteration. Grading,blasting, filling, sod farming, earth removal, or any other activity that will disturb the soil surface or materially alter the topography, surface or subsurface water systems, or wetlands of the Protected Property is prohibited, except as follows: dam construction in accordance with the Agricultural Conservation Plan to create ponds for agricultural use, fire protection, or wildlife enhancement,including enhancement through wetland restoration, enhancement or creation; erosion and sediment control pursuant to a plan approved by the Grantees; soil disturbance activities required in the construction of approved buildings, structures,roads, and utilities provided that the required alteration has been approved in writing by Grantees as being consistent with the conservation purpose of this Conservation Easement; or agricultural activities conducted in accordance with the Agricultural Conservation Plan. 2.5.Dumping and Trash. Dumping or storage of soil,trash,refuse, debris, ashes, garbage,waste,abandoned vehicles or parts, appliances,machinery, or hazardous substances, or toxic or hazardous waste, is prohibited. The 5 12 placement of underground or above ground storage tanks or other materials is prohibited,with the exception of agricultural products,byproducts(including the composting of biodegradable material for on-farm use)and agricultural equipment used on the Protected Property, so long as such storage is done in accordance with all applicable government laws and regulations and in such a manner so as to not impair the Conservation Values of the Protected Property. 2.6. Structures and Improvements. There shall be no building,tower, facility,mobile home, or other structure constructed or placed on the Protected Property,not otherwise specifically authorized herein,unless related specifically to a right reserved to the Grantor in Article III. Any structures permitted or reserved by Grantor shall be of such reasonable size,proportion,height and character so as not to significantly detract from the open space and agricultural purposes of this Conservation Easement. Under no circumstances shall recreational fields,golf courses or ranges, airstrips or helicopter pads be constructed or permitted on the Protected Property. 2.7. Signage. Display to the public of billboards, signs or advertisements is prohibited on or over the Protected Property, except to state the name of the property and its farmland status, including its easement status,the name and address of the occupant,to advertise an on-site activity, and to advertise the property for sale or rent, as allowed by the Sign Ordinance set forth in the Orange County Unified Development Ordinance. Grantor shall be permitted to erect no trespassing signs,traffic or directional signs or warning signs as may be expedient and to post the property. ARTICLE III. RIGHTS AND RESPONSIBILITIES RETAINED BY GRANTOR Notwithstanding any provisions of this Easement to the contrary,the Grantor reserves to and for themselves and their successors all customary rights and privileges of ownership,including the rights to sell,lease, and devise the Protected Property,together with any rights not specifically prohibited by or limited by this Easement, and consistent with the section 1.L, "Statement of Purpose". Unless otherwise specified below,nothing in this Easement shall require the Grantor to take any action to restore the condition of the Protected Property after any Act of God or other event over which they have no control. Grantor understands that nothing in this Easement relieves them of any obligation or restriction on the use of the Protected Property imposed by law. All activities permitted in this Conservation Easement shall be conducted in a manner consistent with the terms of this Conservation Easement that minimizes impairment of and interference with the Conservation Values, and is in accordance with applicable federal, state and local regulations. 3.1. Agricultural Production. Grantor retains the right to use the Protected Property for agricultural production or to permit others to use the Protected Property for agricultural production, in accordance with applicable law and in accordance with NRCS Agricultural Conservation Plan. As used herein"agricultural production"means any use consistent with the definitions contained in North Carolina General Statute §106-581.1 including but not limited to the production,processing, storage, or retail marketing of crops, livestock and livestock products. For purposes hereof, crops,livestock, and livestock products include,but are not limited to: (a)Crops commonly found in the community surrounding the Protected Property; (b)Field crops, including corn, soybeans, small grains,hay,potatoes,cotton,tobacco,herbs,and dry beans; (c)Fruits, including apples,peaches, grapes, cherries,nuts and berries; 6 13 (d)Vegetables, including lettuce,tomatoes, snap beans,cabbage, carrots,beets,onions,mushrooms, and soybeans; (e)Horticultural specialties, seeds, Christmas trees, and flowers,production of sod or other crops where soil is removed above tolerable limits from the farm are prohibited; (f)Livestock and livestock products, including dairy cattle,beef cattle, sheep, swine, goats,horses,poultry, fur bearing animals,bees,milk and other dairy products, eggs and furs; (g)Timber,wood, and other wood products derived from trees; (h)Aquatic plants,aquatic animals, and their byproducts. 3.2. Right to Privacy. Grantor retains the right to privacy and the right to exclude any member of the public from trespassing on the Protected Property. This Easement is not intended to create any rights of the public in, on or to the Protected Property. 3.3. Right to Use the Protected Property for Customary Rural Enterprises. Grantor retains the right to use the Protected Property, for otherwise lawful and customary rural enterprises, such as,but not limited to, farm machinery repair, sawmills,firewood distribution, for nature and historic tours, equestrian activities, and other passive or "Ecotourism", "Agritourism"and"Special Events"as defined herein,educational programs or farm meetings and like activities, so long as such activities are consistent with Orange County zoning regulations and permits required by and issued by Orange County under its laws and ordinances as they exist now and as they may be amended from time to time,and are conducted in buildings otherwise permitted under this Conservation Easement in a manner that is consistent with the conservation purposes of this Conservation Easement. Any structures required for permitted purposes shall be located only within the Farmstead Areas, as shown on Exhibit D. Any permanent or temporary structure or otherwise addition to the impervious surface shall not cause the total impervious surface restriction of the Protected Property to exceed two percent. Grantor has the right to establish and carry out customary rural enterprises provided said activities are compatible with the Conservation Purposes of this Conservation Easement and agriculture and forestry uses of the Protected Property, and are subordinate to the agricultural and residential use of the Protected Property. The enterprises shall be conducted in the buildings required for the agricultural use of the Protected Property or the residences in which full time employees of the farm reside. Enterprises which market petroleum or chemical products are prohibited. For purposes herein,the term"Ecotourism" shall be broadly defined to mean tourism and activities that are carried out in a relatively undisturbed natural area that serves as a tool for the education, appreciation, and promotion of natural and cultural heritage that has minimal negative impacts on the environment and farming resources of the Protected Property and promotes conservation and best management practices and provides constructive ongoing contributions to and for the local community. The term"Agritourism" shall be broadly defined to mean those farming activities and traditional rural activities that are carried out on any agricultural location, including horticultural and agribusiness operations,that allow members of the general public, for recreational, entertainment, active involvement, or educational purposes,to view or enjoy rural activities, including farming,ranching,historic, cultural,harvest-your-own activities, or natural activities and attractions, or"Special Events"as defined herein,that have minimal negative impacts upon the environment and the Conservation Values of the Protected Property and are limited to"de minimis"access to and uses of the Protected Property. An activity is an agritourism activity whether or not the participant paid to participate in the activity. 7 14 The term"Special Events"shall be broadly defined to mean a one-time or infrequently occurring event outside normal"Agritourism"programs or activities that provides for an agriculturally based leisure, social or cultural experience outside the normal range of agritourism choices or beyond the everyday agricultural experience such as but not limited to: seasonal festivals,harvest celebrations, field days, square dances and the like. In no event shall "Special Events"exist on the Protected Property for more than seven(7)days per twelve (12)month period nor exist in a manner that negatively impacts the soils or Conservation Values. Any parking associated with such events shall be located within the Farmstead Areas and/or existing farm roads as depicted in Exhibit D. 3.4.Procedure to construct Buildings and Other Improvements. The Grantor's rights to construct or reconstruct/repair buildings and other improvements are described in subparagraphs (a)through(c)below. Any construction or reconstruction not permitted below is prohibited. Before undertaking any construction or reconstruction that requires advance permission,the Grantor shall notify the Grantees and obtain written permission. All construction or reconstruction is subject to Orange County zoning regulations and must be consistent with permits required by and issued by the County of Orange under applicable laws and ordinances for such construction activities under its laws and ordinances as they exist now and as they may be amended from time to time. Any building may be constructed under applicable laws and ordinances for such construction activities. Any building that may be constructed under this section may be repaired and replaced. All permanent construction and/or placement upon the Protected Property of any impervious surface must be approved in writing by the Grantee to ensure compliance with the terms and conditions of this Conservation Easement. a) Fences.Existing fences may be repaired and replaced,and new fences may be built on the Protected Property for purposes of reasonable and customary management of livestock and wildlife or to fence off the perimeter of the Protected Property without any further permission of the Grantees. b) Paving and Road Construction. Construction and maintenance of unpaved farm roads that may be reasonably necessary and incidental to carrying out the improvements and uses permitted on the Protected Property by this Easement are permitted. Such roads shall be located so as to minimize impact to prime and unique soils on the Protected Property. No portion of the Protected Property shall be paved or otherwise covered with concrete, asphalt, or any other impervious paving material,without the advance written permission of the Grantees. c) Farm Structures&Improvements -New buildings,barns, sheds and other structures and improvements to be used primarily for agricultural purposes, including the processing or sale of farm products predominantly grown or raised on the Protected Property may be built within the"Farmstead Area"as shown on Exhibit , after written approval from the Grantee is obtained. The Grantee shall give such approval within a reasonable time,unless it determines that the proposed building, structure or improvement would be inconsistent with the terms and conditions of the Agricultural Conservation Plan, significantly diminish or impair the Conservation Values of the Protected Property or otherwise be inconsistent with the purposes of this Conservation Easement. Existing buildings/barns/sheds and greenhouses as depicted in Exhibit E may be repaired or reconstructed in accordance with all other Conservation Easement provisions. Any temporary structures proposed for locations outside the Farmstead Areas shall be for agricultural purposes only and may only be erected with the advance written permission of the Grantees. The Grantees shall give such 8 15 permission within a reasonable time and ensure the proposed temporary structure is erected in a way that minimizes any negative impact to the soils, diminishes and/or in any way is inconsistent with the Conservation Values of the Conservation Easement Deed. 3.5. Recreational Improvements. Grantor expressly reserves the right to engage in low impact non-developed recreational activities such as hunting, fishing,hiking,bird watching, etc. and to control access of all persons for the purpose of hunting, fishing,hiking,bird watching, etc. provided that these activities do not impact the protection and conservation of any animal habitat or other Conservation Values of the Protected Property. 3.6.Utility Services, Septic Systems, and Fuel Storage. Installation,maintenance,repair,replacement,removal and relocation of electric, gas, and water facilities, sewer lines and/or other public or private utilities, including telephone or other communication services over or under the Protected Property for the purpose of providing electrical, gas,water, sewer, or other utilities to serve improvements permitted herein, and the right to grant easements over and under the Protected Property for such purposes, is permitted. Installation,maintenance,repair or improvement of a septic system or other underground sanitary system for the benefit of any of the improvements permitted herein, is permitted. Above-ground storage tanks for fuels or any other materials for residential or on- site agricultural use are permitted up to a maximum size of one thousand(1000)gallons. Any such tanks are required to be located within the Farmstead Envelopes, shall be constructed to minimize any pollution to land or water,and in accordance with applicable local, state and federal laws and regulations. All other utilities are prohibited on the Protected Property including,but not limited to, communication towers or structures. Notwithstanding the previous sentence,with advance written permission from Grantees, Grantor retains the right to construct a wind turbine or similar device for the purpose of generating electricity to be used for the permitted improvements and farming operations occurring on the Protected Property. On-farm energy production/renewable energy production is allowed for the purpose of generating energy for the agricultural and residential needs of the Protected Property. Renewable energy sources must be built and maintained within impervious surface limits,with minimal impact on the conservation values of the Protected Property and consistent with the purposes of the Conservation Easement. 3.7. Forest and Land Management. Pursuant to a forest management plan prepared by the North Carolina Forest Service or a North Carolina Registered Forester,trees may be removed, cut and otherwise managed. Land used for grazing,horticulture, crops and animal husbandry operations on the Protected Property shall be in a manner consistent with an Agricultural Conservation Plan as required in Section 4.5. 3.8. Natural Resource Restoration and Enhancement Activities. Notwithstanding any terms contained within this Easement, Grantor may engage or contract others to engage in any activity designed to repair,restore, or otherwise enhance the natural resources found or once present on the Protected Property. ARTICLE IV. ONGOING RESPONSIBILITY OF GRANTOR AND GRANTEE 9 16 This Easement is not intended to impose any legal or other responsibility on the NCDA&CS, or in any way to affect any existing obligation of the Grantor as owners of the Protected Property. Among other things,this shall apply to: 4.1. Taxes. The Grantor shall continue to be solely responsible for payment of all taxes and assessments levied against the Protected Property. If the Grantees are ever required to pay any taxes or assessments on their interest in the Protected Property,the Grantor shall upon demand reimburse the Grantees for the same. 4.2.Upkeep and Maintenance. The Grantor shall continue to be solely responsible for the upkeep and maintenance of the Protected Property,to the extent it may be required by law. The Grantees and the State of North Carolina shall have no obligation for the upkeep or maintenance of the Protected Property. 4.3.Transfer of Protected Property. The Grantor agrees to incorporate by reference the terms of this Easement in any deed or other legal instrument by which they transfer or divest themselves of any interest,including leasehold interests,in the Protected Property. The Grantor shall notify the Grantees in writing at least thirty(30) days before conveying the Protected Property, or interest therein. Failure of Grantor to do so shall not impair the validity of the Easement or limit its enforceability in any way. 4.4.Transfer of Easement. Subject to the contingent rights of the State of North Carolina with timely written notice and approval of the NCDA&CS,the Grantees shall have the right to transfer this Conservation Easement to any public agency or private nonprofit organization that, at the time of transfer, is a qualified organization under 26 U.S.C. Section 170(h)of the Internal Revenue Code, as amended and under NGS 121-34 et seq.,provided the agency or organization expressly agrees to assume the responsibility imposed on the Grantees by this Conservation Easement. As a condition of such transfer, Grantees shall require that the conservation purposes intended to be advanced hereunder shall be continued to be carried out. If the Grantees ever ceases to exist or no longer qualifies under 26 U.S.C. Section 170(h) of the Internal Revenue Code,or applicable state law, a court with jurisdiction shall transfer this Conservation Easement to another qualified organization having similar purposes that agrees to assume the responsibility imposed by the Conservation Easement. 4.5.Conservation Practices. The Grantors,their heirs, successors,or assigns, shall conduct agricultural operations on the Protected Property in a manner consistent with the Agricultural Conservation Plan prepared by Grantor in consultation with NRCS and approved by the Soil and Water Conservation district. This Agricultural Conservation Plan shall be developed using the standards and specifications of the NRCS Field Office Technical Guide and 7 CFR Part 12 that are in effect on the date of execution of this Easement Deed. However,the Grantor may develop and implement an Agricultural Conservation Plan that proposes a higher level of conservation and is consistent with the NRCS Field Office Technical Guide standards and specifications. NRCS shall have the right to enter upon the Protected Property,with advance notice to the Grantor,in order to monitor compliance with the Agricultural Conservation Plan. 4.6.Inspection and Access. With reasonable advance notice to the Grantor or with the Grantor's prior verbal consent, Grantees or NCDA&CS, its employees and agents and its successors and assigns, shall have the right to enter the Protected Property for the purpose of inspecting the Protected Property to determine whether the Grantor, its successors or assigns are complying with the terms, conditions and restrictions of this Easement. 10 17 4.7. Enforcement. The Grantees shall have the primary responsibility for management,monitoring and enforcement of the terms of this Conservation Easement, subject to the rights of the NCDA&CS. Grantees shall complete and file the annual monitoring reports due on or before December 31 of each calendar as stipulated in ADFP Grant Contract#17-095-4038, a copy of which is kept on file with the NCADFP Trust Fund. The terms of said contract are hereby incorporated by reference as if fully set forth herein. Grantees shall have the right to prevent violations and remedy violations of the terms of this Easement through judicial action,which shall include,without limitation,the right to being proceedings in law or in equity against any party or parties attempting to violate the terms of this Easement. Except when an ongoing or imminent violation could irreversibly diminish or impair the Conservation Values of the Protected Property,the Grantees shall give the Grantor and NCDA&CS written notice of the violation and Grantor shall have thirty(30) days to cure the violation,before commencing any legal proceedings. If a court with jurisdiction determines that a violation may exist or has occurred,the Grantees may obtain an injunction to stop the violation,temporarily or permanently. The parties agree that a court may issue an injunction or order requiring the Grantor to restore the Protected Property to its condition prior to the violation, as restoration of the Protected Property may be the only appropriate remedy. The failure of the Grantees to discover a violation or to take immediate legal action shall not bar it from doing so at a later time. In any case where a court finds no such violation has occurred, each party shall bear its own costs. 4.8. Rights of the State of North Carolina. In the event that the Grantees fails to enforce any of the terms of this Conservation Easement, as determined in the discretion of the NCDA&CS,the said Commissioner of Agriculture and their successors and assigns shall have the right to enforce the terms of this Conservation Easement through any and all authorities available under federal or state law. 4.9. Rights of Enforcement. Under this Conservation Easement,the State of North Carolina is granted the right of enforcement in order to protect the public investment. The Commissioner of the North Carolina Department of Agriculture(the Commissioner) or his or her assigns, on behalf of the State of North Carolina,may exercise this right of enforcement under any authority available under State or Federal law if Grantees fails to enforce any of the terms of this Conservation Easement, as determined in the sole discretion of the Commissioner. The State of North Carolina shall have the right to recover any and all administrative and legal costs from the Grantees,including attorney's fees or expenses associated with any enforcement or remedial action as it relates to the enforcement of this Easement. In the event that Grantees fails to enforce any of the terms of this Conservation Easement, as determined in the sole discretion of the Commissioner of Agriculture for North Carolina,the said Commissioner of Agriculture and his or her successors and assigns shall have the right to enforce the terms of the Easement through any and all authorities available under Federal or State law. In the event that Grantees attempt to terminate,transfer, or otherwise divest itself of any rights,title, or interests of this Easement without the prior consent of the Commissioner of Agriculture and payment of consideration to the State of North Carolina,then, at the option of the Commissioner of Agriculture, all right,title, and interest in the Easement shall become vested in the State of North Carolina. ARTICLE V. REPRESENTATIONS OF THE PARTIES 11 18 5.1. Grantor's Title Warranty. The Grantor covenants and represents that the Grantor is the sole owner and is seized of the Protected Property in fee simple and has good right to grant and convey the Easement; that the Protected Property is free and clear of any and all encumbrances,including but not limited to, any mortgages not subordinated to this Easement, and that the Grantees shall have the use of and enjoy all the benefits derived from and arising out of his Easement subject to existing easements for roads and public and private utilities. 5.2.Grantor's Environmental Warranty. Grantor warrants that Grantor is in compliance with, and will remain in compliance with, all applicable Environmental Laws. Grantor warrants that there are no notices by any governmental authority of any violation or alleged violation of,noncompliance or alleged noncompliance with, or any liability under, any Environmental Law relating to the operations or conditions of the Protected Property. Grantor further warrants that they have no actual knowledge of a release or threatened release of Hazardous Materials, as such substances and wastes are defined by applicable Federal and State law. Moreover, Grantor hereby promises to hold harmless and indemnify the Grantees and NCDA&CS against all litigation, claims, demands,penalties and damages, including reasonable attorney's fees, arising from or connected with the release or threatened release of any Hazardous Materials on, at,beneath or from the Protected Property, or arising from or connected with a violation of any Environmental Laws by Grantor or any other prior owner of the Protected Property. Grantor's indemnification obligation shall not be affected by any authorizations provided by Grantees to Grantor with respect to the Protected Property or any restoration activities carried out by Grantees at the Protected Property;provided,however,that Grantees shall be responsible for any Hazardous Materials contributed after this date to the Protected Property by Grantees. Furthermore, Grantor warrants the information disclosed to Grantees and NCDA&CS regarding any past violations or non-compliance with Environmental Laws and associated remedial actions, or any past releases of Hazardous Materials and any associated remedial actions is complete and accurate. "Environmental Law"or"Environmental Laws"means any and all Federal, state,local or municipal laws,rules, orders,regulations, statutes, ordinances, codes, guidelines,policies or requirements of any governmental authority regulating or imposing standards of liability or standards of conduct(including common law)concerning air, water, solid waste,hazardous materials,worker and community right-to-know,hazard communication noise, radioactive material,resource protection, subdivision, inland wetlands and watercourses,health protection and similar environmental health, safety,building and land use as may now or at any time hereafter be in effect. "Hazardous Materials"means any petroleum,petroleum products, fuel oil,waste oils, explosives,reactive materials,ignitable materials, corrosive materials,hazardous chemicals,hazardous wastes,hazardous substances, extremely hazardous substances,toxic substances,toxic chemicals,radioactive materials, infections materials and any other element, compound,mixture, solution or substance which may pose a present or potential hazard to human health or the environment. 5.3. Liability and Indemnification. Grantor agrees to indemnify and hold the Grantees, and the State of North Carolina harmless from any and all cost, claims or liability, including but not limited to reasonable attorneys' fees arising from any personal injury, accidents,negligence or damage relating to the Protected Property, or any claim thereof, unless due to the negligence of Grantees or its agents,in which case liability shall be apportioned accordingly. Grantor is responsible for obtaining liability insurance covering the Property with limits deemed necessary by Grantor, in its sole discretion. 12 19 Grantor agrees to indemnify and hold Grantees and the State of North Carolina harmless from any and all costs, claims or liability, including but not limited to reasonable attorney fees arising from any personal injury, accidents, negligence or damage relating to the Protected Property, or any claim thereof,unless due to the negligence of Grantees or its agents,in which case liability shall be apportioned accordingly. ARTICLE VI. MISCELLANEOUS 6.1. Recording. Grantees shall record this instrument in a timely fashion in the official record of Orange County,North Carolina, and may re-record it at any time as may be required to preserve the rights of the Grantees,the State, and the United States under this Easement. 6.2. Survival of Terms/Merger of Fee and Easement. The Grantor and Grantees agree that the terms of this Easement shall survive any merger of this fee and easement interest in the Protected Property. In the event the Grantees becomes owner of the Protected Property, or any portion thereof, Grantees shall transfer any right title and interest in this Easement to a third party in accordance with sections 4.4. 6.3. Amendment of Easement. This easement may be amended by a written instrument executed by the Grantees and the Grantor and approved by the Commissioner of Agriculture. Any such amendment shall be consistent with the Statement of Purpose of this Conservation Easement and with the Grantees' Conservation Easement amendment policies, and shall comply with 26 U.S.C.§ of the Internal Revenue Code or any regulations promulgated in accordance with that section. Any such amendment shall be recorded. Grantees shall give notice of any amendment to and secure approval from,the North Carolina Department of Agriculture and Consumer Services prior to signing and recordation and,must receive written consent prior to awarding the easement. 6.4. Procedure in the Event of Termination of Easement. If it is determined that conditions on or surrounding the Protected Property change so much that it becomes impossible to fulfill the conservation purposes of this Easement, a court with jurisdiction may, at the joint request of both the Grantor and the Grantees and with prior written consent of the State of North Carolina, as provided herein,terminate or modify the Easement created by this Easement in accordance with applicable State law. If the Easement is terminated and the Protected Property is sold then as required by Section 1 of 170A-14(g)(6)of the IRS regulations,the Grantor,the Grantees,NC ADFP Trust Fund shall be entitled to recover the proceeds of the conservation easement based on the appraised fair market value of the conservation easement at the time the easement is extinguished or terminated, subject to any applicable law which expressly provides for a different disposition of the proceeds. The respective shares of the Grantor,the Orange County grantee, and NC ADFP Trust Fund shall be proportionate to the percentage of their original investment. The grantor's percent is 25%,the Orange County Grantee's percent is 42%and NC ADFP Trust fund's percent is 33%. 6.5. Procedure in the Event of Condemnation or Eminent Domain. Grantor and Grantees recognize that the sale of this Easement, or any part thereof, gives rise to a property right, immediately vested in the Grantees with a fair market value equal to the proportionate value that the Easement bears to the value of the Protected Property prior to the restrictions imposed by the Easement. Accordingly,if any condemnation or eminent domain action shall be taken, on all or part of the Protected Property,by any authorized public authority, said authority shall be liable to the Grantees for the value of the property right vested in the Grantees at the time of the signing of this Easement. NCDA&CS must consent to any such condemnation action. 13 20 If condemnation or a taking by eminent domain of a part of the Protected Property or the entire Protected Property by a public authority renders it impossible to fulfill any of the conservation purposes of this Easement on all or part of the Protected Property,the Easement may be terminated through condemnation proceedings. If the Easement is terminated and any or all of the Protected Property is sold or taken for public use,then, as required by Section 1 of 170A-14(g) (6)of the IRS regulations,the Grantees shall be entitled to the proportionate value of the Easement, which has been predetermined as the Protected Property's unrestricted value, subject to any applicable law which expressly requires for a different disposition of the proceeds. The Grantees shall use its proceeds consistently with the general conservation purposes of this Easement. If this Easement is extinguished or terminated,the Grantor,the Grantees, and NC ADFP Trust Fund shall receive their proportional share of the Easement value at the time of termination. The respective shares of the Grantor,the Orange County grantee, and NC ADFP Trust fund shall be proportionate to the percentage of their original investment. The Grantor's percent is 25%,the Orange County grantee's percent is 42%and NC ADFP Trust fund's percent is 33%. All termination-related or condemnation-related expenses incurred by the Grantor,the Grantee,and NC ADFP Trust Fund shall be paid out of each parry's respective proceeds prior to distribution of the net proceeds as described herein. 6.6 Boundary Line Adjustment. Boundary line adjustments are permitted only in the case of technical errors made in the survey or legal description. In such cases,boundary line adjustments cannot exceed two(2) acres for the entire Protected Property. The Grantor and NCDA&CS must be notified immediately of the technical errors and a correction deed containing the revised legal description shall be properly executed and duly recorded. A copy of the duly recorded correction deed must be submitted to NCDA&CS within five days of the date of recording. 6.7. Interpretation. This Easement shall be interpreted under the laws of the State of North Carolina,resolving any ambiguities and questions of the validity of specific provisions so as to give maximum effect to its conservation purposes. 6.8. Perpetual Duration; Severability. The Easement created by this Deed shall be a servitude running with the land in perpetuity. Every provision of this Deed that applies to the Grantor or the Grantees shall also apply to their respective agents,heirs,executors, administrators, assigns, and all other successors as their interests may appear. Invalidity of any of the covenants,terms or conditions of this Easement, or any part thereof by court order or judgment shall in no way affect the validity of any of the other provisions hereof which shall remain in full force and effect. 6.8. Subsequent Liens on Protected Property. No provision of this Easement should be construed as impairing the ability of Grantor to use the Protected Property as collateral for subsequent borrowing. Any such liens shall be and remain subordinate to this Easement. 6.9. Subsequent Easements/Restrictions on the Protected Property. The grant of any easements or use restrictions that might diminish or impair the agricultural viability or productivity of the Protected Property or otherwise diminish or impair the Conservation Values of the Protected Property is prohibited. Any such easements or restrictions shall be subordinated to this Easement. 14 21 6.10. Notices. Any notices required by this Easement shall be in writing and shall be personally delivered or sent by first class mail to the Grantor, Grantees,NCDA&CS,respectively, at the following address,unless a party has been notified in writing by the other of a change of address. To the Grantor: To the Grantees: To the State of North Carolina: Jane Gledhill Orange County N.C. Dept. of Agriculture&Consumer Services 1319 Carr Store Road DEAPR NCADFP Trust Fund Cedar Grove,NC 27231 Post Office Box 8181 2 West Edenton Street Hillsborough,NC 27278 Raleigh,NC 27601 AND Eno River Association 4404 Guess Road Durham,NC 27712 6.11.Approval by Grantees. In any case where the terms of this Easement require the approval of the Grantees,unless otherwise stated herein, such approval shall be requested in writing to the Grantees, and the NCDA&CS if required, in accordance with section 6.11. In any provision of this Easement in which the Grantor is required to provide advance notice to the Grantees of any activity on the Protected Property, such notice shall be given not less than thirty(30) calendar days prior to the planned commencement of the activity. If the Grantees' approval is required, such approval shall be deemed withheld/disapproved unless Grantees provides to the Grantor written notice of approval within 30 calendar days of receipt of said request. If Grantor has received no response after said 30 calendar days, Grantor may send a second written notice to Grantees requesting a statement of the reasons for the disapproval and the Grantees shall respond within 30 calendar days with an explanation for the specific reasons and basis for its decision to disapprove. 6.12.Entire Agreement. This instrument sets forth the entire agreement of the parties with respect to the Easement and supersedes all prior discussions,negotiations,understandings or agreements relating to the Easement. If any provision is found to be invalid,the remainder of the provisions of this Easement,and the application of such provision to persons of circumstances other than those as to which it is found to be invalid, shall not be affected thereby. 6.13.Availability or Amount of Tax Benefits. Grantees and NCDA&CS, acting by and through NCADFP Trust Fund make no warranty,representation or other assurance regarding the availability, amount or effect of any deduction, credit or other benefit to Grantor or any other person or entity under United States or any state, local or other tax law to be derived from the donation of this Easement or other transaction associated with the donation of this Easement. This donation is not conditioned upon the availability or amount of any such deduction, credit or other benefit. Grantees and NCDA&CS make no warranty,representation or other assurance regarding the value of this Easement or of the Protected Property. As to all of the foregoing, Grantor is relying upon Grantor's own legal counsel, accountant,financial advisor, appraiser or other consultant and not upon Grantees or NCDA&CS or any legal counsel, accountant, financial advisor,appraiser or other consultant of Grantees or NCDA&CS. In the event of any audit or other inquiry of a governmental authority into the effect of this donation upon the taxation or financial affairs involving Grantor or Grantor's heirs, successors or assigns or other similar matter then Grantees and NCDA&CS shall be reimbursed and indemnified for any cost or expense of any kind or nature whatsoever incurred by Grantees in responding or replying thereto. 15 22 6.14. Warranties and Representations of Owner. By signing this Easement, Grantor acknowledges,warrants and represents to Grantees that: (a) Grantor has had the opportunity to be represented by counsel of Grantor's and fully understands that Grantor is hereby permanently relinquishing property rights which would otherwise permit Grantor to have a fuller use and enjoyment of the Protected Property. (b) There are no recorded or unrecorded leases or other agreements for the production of minerals or removal of timber from the Protected Property which would, if any of the activities permitted under such lease or other agreement was undertaken by Grantor,violate the covenants or restrictions in this Easement or otherwise defeat the conservation Purpose. TO HAVE AND TO HOLD this Deed of Conservation Easement unto Grantees,their successors and assigns, forever. 16 23 IN WITNESS WHEREOF,the Grantor and Grantees,intending to legally bind themselves,have set their hands on the date first written above. GRANTOR: By: Jane E. Gledhill Date: ACKNOWDEDGEMENT OF GRANTOR: STATE OF NORTH CAROLINA COUNTY OF ORANGE I, , a Notary Public in and for the aforesaid County and State, do hereby certify that Jane E. Gledhill personally appeared before me this day and acknowledge the due execution of the foregoing instrument. Witness my hand and official stamp or seal this day of ,20 (stamp) Notary Public My commission expires: Accepted: GRANTEE: Orange County,North Carolina By: Penny Rich, Chair Orange County Board of Commissioners ATTEST: By: Donna S. Baker Clerk to the Board of Commissioners 17 24 STATE OF NORTH CAROLINA COUNTY OF ORANGE I, , a Notary Public in and for the aforesaid County and State,do hereby certify that Donna S. Baker personally appeared before me this day and acknowledge the due execution of the foregoing instrument. Witness my hand and official stamp or seal this day of ,20 (stamp) Notary Public My commission expires: GRANTEE: Association for the Preservation of the Eno River Valley, Inc. By: Alanna Howard,President ATTEST: By: Name and Title STATE OF NORTH CAROLINA COUNTY OF ORANGE I, , a Notary Public in and for the aforesaid County and State, do hereby certify that Alanna Howard personally appeared before me this day and acknowledge the due execution of the foregoing instrument. Witness my hand and official stamp or seal this day of 92016. (stamp) Notary Public My commission expires: 18 25 ACCEPTANCE OF PROPERTY INTEREST BY THE NORTH CAROLINA DEPARTMENT OF AGRICULTURE& CONSUMER SERVICES The North Carolina Department of Agriculture and Consumer Services, an agency of the State of North Carolina,hereby accepts and approves the foregoing Conservation Easement, and the rights conveyed therein, on behalf of the State of North Carolina. By: Jonathan Lanier N.C. Department of Agriculture and Consumer Services NORTH CAROLINA COUNTY OF I, , a Notary Public in and for the aforesaid County and State,do hereby certify that Jonathan Lanier personally appeared before me this day and acknowledged that due execution of the foregoing instrument. Witness by hand and official stamp or seal this day of ,20_ (Official Seal) Notary Public My commission expires: 19 26 List of Exhibits EXHIBIT A—Legal Description of the Protected Property EXHIBIT B—Overview Maps Exhibit B-1: Regional Context Map Exhibit B-2: Multi-Easement Context Map Exhibit B-3: Easement Area Context Map EXHIBIT C—Current Conditions and Description Map Exhibit C-1: Easement Area Description Map Exhibit C-2: Easement Area Soils Map Exhibit C-3: Current Conditions&Natural Resources Inventory Certification EXHIBIT D—Easement Farmstead Locations Exhibit D-1: Easement Area Farmstead 1 Map EXHIBIT E—Easement Existing Impervious Surfaces Exhibit E-1: Easement Existing Impervious Surface Map Exhibit E-2: Easement Impervious Surface Calculations 20