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HomeMy WebLinkAbout2020-072-E DEAPR - Watershed Investment Inc watershed access DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF RIGHT OF ENTRY AND USE AGREEMENT This Right of Entry and Use Agreement ("Agreement") is made as of the 14th day of January, 2020, between Orange County, political subdivision of the State of North Carolina, ("Property Owner") and Watershed Investments Incorporated ("Entrant"), concerning the use of the driveway extending South from Schley Road into the future Northeast District Park property located at 3981 Schley Road, Hillsborough, North Carolina 27278 (the "Property"). WHEREAS, Entrant desires to enter the Property through, over, and across the driveway extending South from Schley Road into the future Northeast District Park property for the purpose of temporarily accessing its property situated at the eastern boundary of the Property(the"Permitted Activities"); and WHEREAS, Entrant's property is situated on a parcel that is otherwise without direct access, barring an existing driveway over and through the future Northeast District Park property. There is a former dilapidated driveway entrance providing only limited access to Entrant's property that would require extensive repair, culverting and permitting from the State Department of Transportation; and WHEREAS, The County's interest in the property as a potential acquisition would dictate continued use of the existing access through the current County owned access point and not an additional constructed driveway. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Property Owner grants to Entrant, Entrant's agents, contractors, invitees, guests, and assigns a Right of Entry and license to enter upon the Property solely for the purpose of the Permitted Activities. Entrant's entry rights are specifically limited to the Permitted Activities on the Property and shall not include any other activities on the Property or any other property or areas surrounding the Property. Entrant's entry rights shall be limited to a 12 month period starting January 6th, 2020 through December 3151, 2020. Entrant shall not be responsible for any maintenance costs related to entry and the Permitted Activities under this Agreement, except that Entrant shall be responsible for any damage caused to the Property by Entrant. Property Owner accepts no risk, responsibility, or liability associated with the Permitted Activities, which risk, responsibility and liability remain solely with the Entrant. 2. Entrant agrees to comply with all local, state, and federal laws, rules, easements and ordinances applicable to the Permitted Activities. Entrant further agrees to exercise due care in the entry and the performance of all Permitted Activities on the Property, and not to interfere with or interrupt Property Owner or any other party's activities or operations on the Property or surrounding areas. Entrant shall promptly repair, at its cost, any damage to the Property or any other property caused by the acts or omissions of Entrant, its agents, contractors, invitees, guests, and assigns. Property Owner may terminate this Agreement at any time for any reason or no reason. 3. Entrant shall indemnify, release, and hold harmless Property Owner, its employees, agents, assigns, or contractors, from any and all claims, actions, damages, liability and expense whatsoever, including without limitation Attorneys' fees and costs, in connection with personal injury, including death, or property damage arising out of the negligent acts or omissions of Entrant, its agents, contractors, invitees, guests, and assigns upon any portion of the Property or any area near or surrounding the Property. The provisions of this Paragraph 3 shall survive the expiration or termination of this Agreement. 4. This Agreement constitutes the entire understanding between the parties with respect to the Permitted Activities. All prior agreements or understandings, whether oral or written, are superseded. This Agreement may be amended only by a written document duly executed by the parties. This Agreement is governed by the laws of the State of North Carolina. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of the date first above written. For the Property Owner For the Entrant OocuSigned by, GocuSigned by, By. �jbin�nit. a, ty5 1/30/2020 1/31/2020 By. r�.tOG Rt.ViMcUn.ln. 063799d6755E477.. 5699FA875297467.. DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF Lands Legacy Project L i r l � R _ a x• �N14NCEY1RD" era f �f 1 < 0 0 220 440 880 1.320 r u yea: Tract Information Legend Landowner: Watershed Inv. ORANGE BOUNTY Exisiting Access Lat: 36' 09.03" Long:79'02.85" Streams Date: 10/29/2019 Tract Boundary Image: 2017 Aerial Photo Created By: Christian Hirni County Owned Land Acres: 30 Department of Environment, ® County Easments Agriculture,Parks&Recreation Other Easements DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF SOIL & WATER Orange Soil and Water Conservation District P.O. Box 8181 Hillsborough,NC 27278 Christian Hirni December 5, 2019 Land Conservation Manager, Orange County 306A Revere Road Hillsborough, NC 27278 Mr. Hirni, After our review of the proposed use of the Northeast District Park site owned by Orange County for the temporary access to the neighboring property owned by Watershed Investments Inc., we have determined that the use will not in any way violate the Orange Soil and Water Conservation District Guidelines (OSWCD) for the "Interior Core" of the aforementioned property. As you know, the OSWCD is responsible for ensuring that any project does not detrimentally affect or impact the Conservation Values of the property and the Guidelines therein ensure that any use will be concurrently monitored for adherence to the easement set forth upon the property. The OSWCD concern of utilizing the existing primary farm road and additional branch not showing on the primary maps is that all access is limited or restricted during periods of wet weather and delayed until such time to allow effective drying of the road to limit "rutting" and any additional runoff or erosion from the access. We also recommend that any access that causes alteration to the condition of the existing farm road be required for the restoration of said road and additional access to its original condition by the contractor, Watershed investments, and/or its subsidiaries. It is recommended that the County provide photographs and documentation creating a "Baseline Document" for review by OSWCD staff and Watershed Investments Inc. prior to start of work. Once again, provided the recommendations fisted by OSWCD above have been met; the temporary access shall not violate the OSWCD Guidelines for the "Interior Core" on the Northeast District Park property per the Conservation Easement. You may move forward with negotiations and drafting of a "contract of access"for final review and approval. Thank you for your correspondence. Sincerely, Gail M. Hughes Resource Conservation Coordinator Orange Soil and Water Conservation District/DEAPR DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF 4 tIC TRIANGLE LAND CONSERVANCY Mr. Hirai, Thank you for your email regarding temporary access through the Northeast Regional Park conservation easement held by Triangle Land Conservancy. Based on your description of the proposed access,we understand that it will remain entirely within the"Interior Core"of the property as designated on the recorded plat.The conservation easement discusses restrictions in the Interior Core under Section 2(c)of the conservation easement: Grantor shall lake any and all actions required or recommended by the OSWCD in connection with its ownership and use of the Western Field and the Interior Core. Grantor shall neither take nor allow any action in the Western Field or the Interior Care that violates the`OSWCD Guidelines. Orange County Soil and Water Conservation District(OSWCD)has approved this temporary use of the property under the"OSWCD Guidelines"that ensure the uses of the interior Core do not detrimentally affect or impact the Conservation Values of the property. TLC agrees with'the judgement of OSWCD staff and you are free to move forward with your plans for the property. 'Thank you again for your correspondence. Sincerely, Caroline Durham Stewardship Associate Triangle Land Conservancy 514 South puke Street,Durham,NC 27741 •919.9Q8.8809•into@vianglefand.org•www.lrrangleland.nrg [�ifrirlir�ri on rc+r.�r+s!{i i<q' DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF November 12'",2019 Christian Hirni Land Conservation Manager Orange County DEAPR P.O. Box 8181 Hillsborough, NC 27278 Mr. Hirni, I, Ray Nichols, understand that Orange County intends to allow temporary access to a neighboring property of the future Northeast District Park land that I currently utilize by agreement with the County for my cattle operation. I understand the temporary access will be to the property owned by Watershed Investments Inc.,and will be used to transport equipment and materials for a stream restoration project for a period of 8-12 months. I concur that with advance notification of entry;the access of the property will not affect or damage my operation or use agreement. l release Orange County from any damage incurred and agree to communicate to the owners and operators of Watershed Investments Inc.directly to coordinate access issues. I understand that Watershed Investments will return the property to its original condition upon completion. Sincerely, Ray Nichols 4021 NC 57 Hillsborough, NC 27278 DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF I�tl03050Y������9gmIII�I�III�7�Lll`IIIlllll 20090507000106990 EASE Bk:RB4730 Pq:6 05/07/2009 02:05:01 PM 1114 FILED Joyce H. Pearsen Resister of T: f, orange C�NC� Recording Fa®: 4 0@ NC Real Estata 77[: 3.00 Prepared by:Leigh Vancil,Kennon Craver,P.O.Box 51579,Durham,NC 27717 Return to:Triangle Land Conservancy, 1101 Haynes Street,Suite 205,Raleigh,NC 27604 PINs9887-52-0801 9887-33-4585 Excise Tax: $0,00 STATE OF NORTH CAROLINA COUNTY OF ORANGE CONSERVATION EASEMENT AND GRANT OF DEVELOPMENT RIGHTS This Conservation Easement and Grant of Development Rights ("Conservation Easement") is made as of April 27, 2009, by and between ORANGE COUNTY, a body politic and corporate, a political subdivision of the State of North Carolina, having an address of P.O. Box 8191, Hillsborough, NC 27278 ("Grantor"), and TRIANGLE LAND CONSERVANCY, a North Carolina non-profit corporation having as its address 1101 Haynes Street, Suite 205, Raleigh, NC 27604("Grantee'), for the purpose of forever conserving the biological values, open space character, historic, agricultural, and scenic qualities of the subject property as expressly provided herein. BACKGROUND The Grantor is the sole owner in fee simple of that certain tract of land containing 142-59 acres more or less comprised of two parcels, one containing 132.45 acres more or less and having Orange County PIN 9887-52-0801,and one containing 10.14 acres more or less and having Orange County PIN 9887-33-4585 (together the "Property"), both as shown on the plat recorded in Plat Book IOS, Page 190,Orange County registry(the"Plat"). The Property is currently encumbered by a conservation easement recorded in Book 4433, Page 520,Orange County Registry(the"Existing Easement"). Grantor desires to encumber all of the Property with this Conservation Easement,which will replace the Existing Easement,all as hereinafter described. The Property contains four distinct areas, the "Western Field," the "Western Water Quality Envelope," the "Interior Core," and the "Eastern Forest Envelope," each of which is more particularly shown on the Plat. These four areas are collectively referred to herein as the "Areas." Grantor and DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF RB4730 7 2114 Grantee have agreed that each of these areas will be subject to certain specific restrictions under this Conservation Easement based on the unique features of each and their projected use. The Property has significant open space, forestry, and wildlife values. The Property contains a natural area that provides a"relatively natural habitat for fish, wildlife or plants or similar ecosystem" as that phrase is used in Section 170(h)(4)(A)(ii) of the Internal Revenue Code. The Property contains complex natural communities including: (a)dry-oak hickory forest dominated by white oak,southern red oak, post oak, willow oak,red maple, sweetgum, flowering dogwood,sourwood,cedar and loblolly pine; (b) perennially and intermittently-flawing streams that drain to the state significant Little River Aquatic Habitat as determined by the North Carolina Natural Heritage Program, and surrounded by Piedmont alluvial forest dominated by sycamore, sweetgum, black walnut, tulip poplar, American elm, hackberry, green ash, willow oak, red maple, and American holly; and (c) habitat for a variety of wildlife species, including blue heron,wild turkey,rabbits,deer,and amphibians and reptiles. The biological, natural, and other conservation characteristics of the Property are described and depicted in a report entitled Baseline Documentation Report for Northeast Regional Park(the "Baseline Documentation Report"}, on file with Grantee, and acknowledged by both Grantor and Grantee to be complete and accurate as of the date hereof. Both Grantor and Grantee have copies of the Baseline Documentation Report. The Baseline Documentation Report will be used by Grantor and Grantee, as well as their respective successors and assigns,to assure that any future changes in the use of the Property will be consistent with the terms of this Conservation Easement. However, the Baseline Documentation Report is not intended to preclude the use of other evidence to establish the present condition of the Property if there is a controversy over its use. The above reference to the Baseline Documentation Report shall not limit the terms contained in this Conservation Easement and it is expressly understood that this Conservation Easement, and the rights, obligations and privileges contained herein, shall run with the Property. Grantor owns the entire fee simple interest in the Property, including the entire mineral estate, and there are no easements,rights of way or other encumbrances except for matters shown on the Plat and the plat recorded at Plat Book 102,Page 32,Orange County Registry. The primary purpose of this Conservation Easement is to protect in perpetuity the natural forest habitat for wildlife,water and air quality and the open space in the Western Water Quality Envelope and the Eastern Forest Envelope (sometimes collectively referred to as, the "Envelopes"). All of these are collectively the "Conservation Values." In keeping with the Conservation Values, neither Grantor, Grantee, nor their respective heirs, successors, or assigns, shall conduct or allow to be conducted any activity on the Property that is inconsistent in any way with the covenants or restrictions contained within this Conservation Easement. The conservation purposes of this Conservation Easement, notwithstanding anything to the contrary contained herein, are recognized by, and this Conservation Easement will serve, the following clearly delineated governmental conservation policies: ■ The Clean Water Management Trust Fund, N.C.G.S. 113-145.1 et seq., which recognizes the importance of protecting riparian buffers in protecting and conserving clean surface water;and • The Title XII of the Food Security Act of 1985, as amended (16 U.S.C. 3837), for the Wetlands Reserve Program;and 2 DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF If���I ����`ll�llll�4ll�llll�llll�l RE14730 B 3►14 The Uniform Conservation and Historic Preservation Agreements Act, N.C.G.S. 121-34 et seq., which provides for the enforceability of restrictions, easements, covenants or conditions "appropriate to retaining 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 Iess any reduction in value caused by the agreement;"and ■ Article 17 of the North Carolina General Statutes NCGS 113A-240-241, entitled Conservation, Farmland and Open Space Protection and Coordination, otherwise known as the Million Acre Initiative, which states"The State of North Carolina shall encourage, facilitate, plan, coordinate, and support appropriate federal, State, local, and private land protection efforts so that an additional one million acres of farmland, open space and conservation lands in the State are permanently protected by December 31,2009;"and ■ The special use assessment of farm and forest lands set forth in N.C.G.S. 105- 277.2 et seq. and of historic properties set forth in N.C.G.S.105-278;and • The Land Use Element of the Orange County Comprehensive Plan (adopted November 18, 2008) with its goal of"Land uses that are appropriate to on-site environmental conditions and features,and that protect natural resources,cultural resources,and community character." Grantee is a "qualified conservation organization," as defined by the Internal Revenue Code, as evidenced by its IRS determination letter dated July 12, 1983 and,as certified by a resolution of its Board of Directors, accepts the responsibility of enforcing the terms of this Conservation Easement and upholding its conservation purposes forever. NOW THEREFORE, as an absolute gift, but in consideration of the restrictions contained herein,and pursuant to N.C.G.S. 121-34 et seq.,Grantor does hereby convey unto Grantee, its successors and assigns forever, this Conservation Easement on and over the Property,as more particularly described herein,in perpetuity,and consisting of the covenants hereinafter set forth: 1. Restrictions Appl►!ing to All Areas. The following restrictions shall encumber the Property in its entirety(and thereby all Areas)- a. Prohibited Acts. Grantor promises that it will not perform, nor knowingly allow others to perform, any act on or affecting the Property that is inconsistent with the specific covenants set forth in this Conservation Easement.However,unless otherwise specified below,nothing in this Conservation Easement shall require Grantor to take any action to restore the condition of the Property after any act of nature or other event over which Grantor had no control. Grantor acknowledges and agrees that nothing in this Conservation Easement relieves it of any obligation or restriction on the use of the Property imposed by law. b. Subdivision. Subdivision of the Western Water Quality Envelope and the Eastern Forest Envelope is prohibited. The Interior Core and the Western Field may be subdivided provided that no subdivision or subdivisions result in the existence of more than four parcels in the aggregate. 3 DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF lilt ����1���l�llllll�lf 111411111tllllll R94730 8 4114 C. Trash and Landfills. Except as expressly permitted herein, the dumping or storage on the Property of soil, trash, refuse, debris, ashes, garbage, waste, abandoned vehicles or parts, appliances, machinery, hazardous substances or toxic or hazardous waste is prohibited. Operating or authorizing others to operate a solid waste landfill on the Property is prohibited. Operating or authorizing others to operate a solid waste transfer station on the Property is prohibited. Subject to the terms hereof, an Orange County community recycling and solid waste disposal convenience center may be located and operated within the Interior Core,along with the location and storage of recycling and solid waste within such center consistent with Grantor's community recycling and solid waste disposal convenience center operation policies; provided, however, that (i) the location of such recycling and solid waste disposal center must be south of a line with a bearing of N88°03'11"E beginning at a point identified as "A" on the western boundary of the Property and ending at a point identified as "B"on the eastern boundary of the Property as shown on Map I of 2 of the Plat; (ii) the location and operation of such recycling and solid waste disposal convenience center is at all times in compliance with the OSWCD Guidelines (as hereinafter defined) issued by Orange Soil and Water Conservation District ("OSWCD") pursuant to paragraph 2 hereof; and (iii) any road or drive providing vehicle access to such center shall connect to Mincey Road only and shall not connect to Schley Road. 2. Actions Restrictions and Allowances Specific to the Interior Core and the Western Field. a. Grantor will request that the OSWCD issue guidelines for the use of the Western Field and Interior Core(the"OSWCD Guidelines")within one year of the execution of this Conservation Easement. The OSWCD Guidelines shall establish guidelines, limitations and restrictions on Grantor's use of the Western Field and the Interior Core to ensure that uses of those Areas do not detrimentally affect or impact the Conservation Values in the Envelopes and the Water Quality Buffers (as hereinafter defined). The OSWCD Guidelines shall include, without limitation, guidelines, limitations and restrictions relating to the following: i. Sediment and soil erosion; ii. Water quality; iii. Animal waste management; iv. Stream bank stabilization and stream protection; v. Nutrient management; vi. Storm water controls;and vii. Riparian restoration. b. As soon as possible and at least six(6)months prior to the commencement of any specific intended use of the Western Field or Interior Core by Grantor(the"Specific Use"),Grantor shall present its plans for the Specific Use to OSWCD for review by OSWCD for consistency with the OSWCD Guidelines as is necessary to ensure that the Specific Use does not detrimentally affect or impact the Conservation Values in the Envelopes and the Water Quality Buffer. C. Grantor shall take any and all actions required or recommended by the OSWCD in connection with its ownership and use of the Western Field and the Interior Core. Grantor shall neither take nor allow any action in the Western Field or the Interior Core that violates the OSWCD Guidelines. 3. Allowances and Restrictions in the Water Quality Buffer. the Western Water Quality Envelope and the Eastern Forest Envelope. a. Except as expressly permitted herein in this paragraph 3.a.,Grantor shall leave the eighty-five(85)foot Water Quality Buffer located in the Envelopes and shown on the Plat("the Water Quality Buffer")in its natural,undisturbed state,and Grantor shall take no action,including,without 4 DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF R94730 10 $114 limitation, extracting natural resources or depositing trash or other materials, within the Water Quality Buffer. Within six (6) months of the recording of this Conservation Easement, Grantor shall install or caused to be installed fencing to keep grazing animals out of the Water Quality Buffer. Grantor may construct new natural, unpaved trails, benches and informational and educational signs and kiosks within the Water Quality Buffer provided that they are reasonably conducted in a manner reasonably calculated to minimize impact to the Conservation Values of the Envelopes and minimize the adverse impacts to water quality. Grantor may manage the forested areas in the Envelopes for wildlife habitat in accordance with the Forest Management Standards set forth on Exhibit A attached hereto. b. Except as expressly provided herein,Grantor conveys to Grantee all development rights that are now or hereafter allocated to,implied,reserved or inherent in the Envelopes,and the parties agree that such rights are terminated and extinguished, and may not be used on or transferred to any portion of the Envelopes,as they now or hereafter may be bounded or described,or to any other property adjacent or otherwise, nor used for the purpose of calculating permissible lot yield of the Envelopes or any property. Provided, however, the Envelopes may be used for the purpose of calculating impervious surface for use by Grantor of the Western Field and the Interior Core."Impervious surface"as used in this Conservation Easement shall have the same definition as contained in the Grange County Zoning Ordinance. c.. The following activities are permitted within the Envelopes, provided they are reasonably conducted in a manner reasonably calculated to minimize impact to the Conservation Values of the Envelopes and minimize the adverse impacts to water quality: i. Construction of new perimeter fences to mark property boundaries; ii. Repair and replacement of existing fences in the Envelopes; iii. Maintenance, remodeling, reworking, and repair of existing dams, ponds, and utilities in the Envelopes,and in the event of their destruction,the reconstruction of any such existing improvements with another of similar size, function, capacity, location and material;and iv. Construction and maintenance of pervious walking trails, educational signs and kiosks, pedestrian bridges, benches, picnic tables and one picnic shelter in each Envelope. d. The following restrictions shall apply to both the Western Water Quality Envelope and the Eastern Forest Envelope: i. Industrial and commercial uses are prohibited; ii. Agricultural use (including, without limitation, the storage of any agricultural, organic debris and turf products and byproducts) is prohibited except that the grazing of cattle is permitted so long as such grazing is outside the Water Quality Buffer; iii. Timber harvesting, cutting of trees and silvicultural activities are prohibited unless they are permitted in and conducted in accordance with the Forest Management Standards set forth on Exhibit A attached hereto; 5 DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF RB4730 11 61 M iv. The use of any pesticides, herbicides, or chemical fertilizers (except for use in controlling invasive species)is prohibited; V. Grantor shall not use or permit the use of any motorized vehicles outside of permitted and designated roads and bridges, except as may be reasonably necessary for maintenance of the forest community in accordance with the best management practices and protocols to prevent siltation and nutrification of streams and the Forestry Management Standards attached hereto as Exhibit A and incorporated herein by reference; vi. Grantor shall not introduce,or permit to be introduced,any non-native species of plants; vii. Grantor shall not mine or extract, or permit the mining or extraction, of any oil, natural gas, fuel or any mineral substance if such mining or extraction disturbs the surface of the land; viii. Grantor shall not construct any buildings, trails, structures or roads unless expressly permitted in paragraphs Ic.and 4; ix. Grantor shall not take, or knowingly permit other to take,any action that would disturb the natural character therein, except as expressly permitted in paragraphs 3.c.and 4 hereof;and X. Grantor shall not perform, or knowingly allow others to perform, any act in the Envelopes that is inconsistent with the preservation of the Conservation Values. 4. Allowances Specific to Western Water Qualijy Envelo e. The following allowances are specific to the Western Water Quality Envelope provided they are reasonably conducted in a manner reasonably calculated to minimize impact to the Conservation Values and minimize the adverse impacts to water quality: a. Grantor is permitted to conduct a stream restoration within the Water Quality Buffer,and such a stream restoration may generate mitigation credits pursuant to State law. b. Grantor is permitted to construct a paved or unpaved single-lane road and bridge culvert for the purposes of pedestrian and vehicular access to the Western Field. The road and bridge shall be located within the area shown on the Plat and designated as"Connector Road." The Connector Road shall traverse stream channel at a right angle. S. Rights Retained by Grantor. Grantor retains the right to perform any act or undertake any use not specifically prohibited or limited by this Conservation Easement. These ownership rights include, but are not limited to,the right to exclude any member of the public from trespassing on the Property and the right to sell, give, mortgage, lease, license or otherwise transfer the Property or interest therein to anyone they choose and the right to quiet enjoyment of their Property. Nothing contained in this Conservation Easement shall give or grant to the public a right to enter upon or to use the Property or any portion thereof if no such right existed in the public immediately prior to the execution of this Conservation Easement. 6 DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF II �,����� ����1lllllllllllllllllllllllll R34730 12 7114 6. Discretionary Consent. Grantee's consent for activities otherwise prohibited above,or for any activities requiring Grantee's consent above, may be given under the circumstances described in this paragraph. If,owing to unforeseen or changed circumstances, both Grantor and Grantee deem any of the activities prohibited above to be desirable, Grantee may, in its sole discretion, give permission for such activities, subject to the limitations herein. Such requests for permission, and permission for activities requiring Grantee's consent, shall be in writing and shall describe the proposed activity in sufficient detail to allow Grantee to judge the consistency of the proposed activity with the purpose of this Conservation Easement. Grantee may give its permission only if it determines, in its sole discretion,that such activities (1)do not violate the purpose of this Conservation Easement and(2)either enhance or do not impair any significant conservation interests associated with the Property. Notwithstanding the foregoing, except as provided in paragraph 12, Grantee and Grantor have no right or power to agree to any activities that would result in the termination of this Conservation Easement or to allow any additional structures or activities not in keeping with the purposes of this Conservation Easement. 7. Responsibilities of Grantor and Grantees Not Affected. Other than as specified herein, this Conservation Easement is not intended to impose any legal or other responsibility on Grantor, or in any way to affect any existing obligation of Grantor as owners of the property. Among other things,this shall apply to: a. Taxes. Grantor shall be solely responsible for payment of all taxes and assessments levied against the Property, if any. if Grantee is ever required to pay any taxes or assessments on its interest in the Property,Grantor will reimburse Grantee for the same. b. Upkeep and Maintenance. Grantor shall be solely responsible for the upkeep and maintenance of the Property. Grantee shall have no obligation for the upkeep or maintenance of the Property. C. Liability and Indemnification. To the extent provided for by an insurance policy or policies held by Grantor, Grantor agrees to indemnify and hold Grantee harmless from any and all costs,claims or liability,including but not limited to reasonable attorneys' fees arising from any personal injury, accidents, negligence or damage relating to the Property, or any claim thereof. Notwithstanding the foregoing, if such costs, claims or liability arise from any personal injury, accidents, negligence or damage relating to the Property caused by the negligence of Grantee or its agents, the liability shall be apportioned accordingly. S. Enforcement. Grantee shall have the right to prevent and correct violations of the terms of this Conservation Easement. With seven (7) days advance written notice to Grantor, Grantee may enter the Property for the purpose of inspecting for violations. If Grantee finds a violation, it may at its discretion take appropriate legal action. Except when an ongoing or imminent violation could irreversibly diminish or impair or the Conservation Values within either of the Envelopes,Grantee shall give Grantor written notice of the violation and sixty(60)days to correct it, before filing any legal action. If a court with jurisdiction determines that a violation may exist or has occurred,Grantee may obtain an injunction to stop it, temporarily or permanently. A court may also issue an injunction requiring Grantor to restore the Property to its condition prior to the violation. The failure of Grantee to discover a violation or to take immediate legal action shall not bar it from doing so at a later time. R. Transfer of Easement. Grantee shall have the right to transfer this Conservation Easement to any public agency or private nonprofit organization that (a) is approved by Grantor, such 7 DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF A84730 19 8114 approval not to be unreasonably withheld, and (b) at the time of transfer, is a "qualified organization" under Sec. 170(h) of the U.S. Internal Revenue Code, and under N.C.G.S. 121-34 et seq., and (c) the agency or organization expressly agrees to assume the responsibility imposed on Grantee by this Conservation Easement. If Grantee ever ceases to exist or no longer qualifies under Sec. 170(h) or applicable state law, or to be authorized to acquire and hold conservation easements, or should Grantee acquire the entire fee interest in the Property, then Grantee's rights and obligations under this Easement shall become immediately vested in the County of Orange. 10. Transfer of Property. Any time the Property or any portion thereof or any interest in it is transferred by Grantor to any third party, Grantor shall notify Grantee in writing prior to the transfer of the Property,and the document of conveyance shall expressly refer to this Conservation Easement. 11. Amendment of Easement. This easement may be amended only with the written consent of Grantor and Grantee. Any such amendment shall be consistent with the purposes of this Conservation Easement and Grantee's easement amendment policies,and shall comply with Sec. 170(h)of the Internal Revenue Code, or any regulations promulgated in accordance with that section. Any such amendment shall also be consistent with N.C.G.S. 121-34 et seq. or any regulations promulgated pursuant to that law. 12. Termination of Easement, If it is determined that conditions on or surrounding the Property change so much that it becomes impossible to fulfill its conservation purposes, a court with jurisdiction may,at the joint request of both Grantor and Grantee,terminate this Conservation Easement, If condemnation of a part of the Property or of the entire Property by public authority renders it impossible to fulfill any of these conservation purposes, the Conservation Easement may be terminated through condemnation proceedings.Grantee shall use any condemnation proceeds it receives consistently with the conservation purposes of this Conservation Easement. If the condemnation is by a governmental authority other than Grantor, all condemnation related expenses incurred by Grantor and Grantee shall be paid out of any recovered proceeds prior to distribution of the net proceeds as described herein. If the condemnation is by Grantor,Grantor shall pay all related condemnation expenses except Grantee's attorney fees. 13. Interpretation. This Conservation Easement shall be interpreted under the laws of North Carolina, resolving any ambiguities and questions of the validity of specific provisions so as to give maximum effect to its conservation purposes. 14. Perpetual Duration. This Conservation Easement shall be a servitude running with the land in perpetuity. Every provision of this Conservation Easement that applies to Grantor or Grantee shall also apply to their respective agents, heirs, executors, administrators, assigns, and all other successors as their interests may appear. 15. Inconsistent Use. There may be no use or activity on the Property that,while consistent with one of the stated Conservation Purposes of this Conservation Easement,would permit destruction of other significant conservation interests. A use that is destructive of conservation interests will be permitted only if such use is necessary for the protection of the conservation interests that are the subject of this Conservation Easement. 8 DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF RB4730 14 W 14 16. Notices. Any notices required by this Conservation Easement shall be in writing and shall be personally delivered or sent by first class mail, to Grantor and Grantee respectively at the following addresses,unless a party has been notified by the other of a change of address: To Grantor: Orange County Environment and Resource Conservation Dept. P.O.Box 8181 Hillsborough,NC 27278 To Grantee: Triangle Land Conservancy 1101 Haynes Street,Suite 205 Raleigh,North Carolina 27604 Attn: President 17. Environmental Condition. Grantor warrants that it has no actual knowledge of a release or threatened release of hazardous substances or wastes on the Property. 18. Subsequent Liens on Property. No provisions of this Conservation Easement should be construed as impairing the ability of Grantor to use this Property as collateral for subsequent borrowing, provided that any mortgage or lien arising from such a borrowing would be subordinated to this Conservation Easement. 19. Acceptance and Effective Date. Grantee hereby accepts without reservation the rights and responsibilities conveyed by this Conservation Easement. This Conservation Easement is to be effective as of its recording in the County in which the Property lies. 20. Severability. Invalidity of any of the covenants,terms or conditions of this Conservation 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. 21. Termination of Existing Easement. Grantor hereby acknowledges and agrees that the Existing Easement is terminated. To Have and To Hold, this Grant of Conservation Easement and Development Rights unto the Grantee, its successors and assigns,forever. [signature and acknowledgement pages follow] 9 DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF RBA730 15 10114 In Witness Whereof, Grantor and Grantee have caused these presents to be executed in their respective names by authority duly given,and their seals affixed,the day and year above written. GRANTOR: ATTEST: Orange County, Car na By: By: I �C_ r �-�- onna S. ker Valerie Foushee, air Clerk to the Board of Commissioners Orange County Board of Commissioners NORTH CAROLINA COUNTY OF ORANGE I, X A ela -7;� , a Notary Public of Orange County, North Mrolina, do hereby certify that Donna S. Baker personally appeared before me this day and acknowledged that he/she is Clerk to the Board of Commissioners for Orange County, North Carolina, and that by authority duly given and as the act of Orange County, North Carolina, the foregoing instrument was signed in its name by the Chair of said Board of Commissioners, and attested by her as Clerk to said Board of Commissioners. Witness my hand and official stamp or seal this the 16V'A day ofA ,2009. N Public rinted Name: / "� '5[j�04e [Official Seal] ll•`'/����so.#P,/ " My commission expires: ,—I� 0/3 ,,. G+a —+ r 10 DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF R84730 16 11114 Accepted: GRANTEE: TRIANGLE LAN©CONSERVANCY a North Carolina Non-profit Corporation Kevin M.Brice,President and CEO, STATE OF V O~ f l k (AYA M Cl COUNTY OF WA I certify that the following person(s)persona I1 appeared before me this day,each acknowledging to me that he or she signed the foregoing document: u� O15 Gram 0--f Q f' t Date: 1 � V� ,. 4Y �V Notary Public ,i�I Printed Name: }Yle h JAn n' �{ r �j Zvi 3 My commission expires: NOTARY PUBLIC 4 �1tt,Yr,a tl ti! DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF 1111011111111 1111n RB4730 17 12114 CONSENT AND JOINDER Each of the undersigned hereby consents to the grant and recordation of the foregoing Deed of Easement and acknowledges and agrees that the easement granted by the undersigned to Orange County pursuant to that certain Deed of Conservation Easement, recorded at Deed.Book 4433, Page 520,Orange County Registry is terminated and of no further effect. >— Vred M.Kirby _ 1 Walker Dillard Kirby STATE OF ; f kJA L�,Lx . COUNTY OF C�, {,.rt� 1 certify that the following person(s)personally a ed before me this day, each acknowledg;ng to me that +1' " '�d the foregoing document: Y Notary Public T Printed Name: .t1 LL.�Cz Cam; a �al Sea]] N 4 �,011111 lit tilt STATE OF I\V+ *\ COUNTY OF Cj► �n — 1 certify that the following person(s)personally appeared before me this day,each acknowledging to me that he or she signed the foregoing document:_���; 1K {{ 1�[��c1 LY hH _ Date: �-rL ¢�[',ATq�� Notary Public _ O nted ame_ l Cz �� p T �'. R r � ]Pn N �.If 1�tit�C.Z�Lti �Y1G Ofa3 seal] Ns����r ����;-�p 12 DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF EXHIBIT A R84730 18 13114 FOREST MANAGEMENT STANDARDS There shall be no timber harvesting,cutting of trees,or silvicultural activities except as follows: Trees in the Envelopes may be cut to control insects and disease, or to salvage wind-thrown timber.Such management activities must be approved in advance,except in emergencies, by Grantee and Grantor based upon review of the proposal by forest and wildlife consultants,giving due consideration to possible unintended consequences to wildlife and wildlife habitat. Tree or vegetation cutting may be permitted without approval of Grantee to maintain trail and road access,and to prevent personal injury and property damage. Commercial timber harvests are prohibited. All forest management activities must be in accordance with a written Forest Management Plan, prepared by a NC registered forester and approved by Grantee. The Forest Management Plan must be updated by Grantor and re-approved by Grantee at least every ten(10)years so long as Grantor wishes to continue to actively manage the forest or harvest forest products. If no forest management or harvest is intended, a forest management plan is not required, but there shall be no active forest management or harvest without an approved Forest Management Plan and Harvest Plan. A Harvest Plan prepared by a NC registered forester must be submitted to Grantee for its approval at least thirty(30)days prior to any harvest of timber. No silvicultural activity may occur until the Forest Management Plan and a more specific Harvest Plan have been approved in writing by Grantee. The Harvest Plan, also produced by a NC registered forester and approved by Grantee, must include at least the following: Description of property(timber sale area)access and constraints to access; ■ Landowner goals and the forester's silvicultural objectives and goals from the harvest; • A timber inventory in targeted management areas with volume, stocking, and species data,and projected yields. Inventory may be estimated or omitted with prior approval of Grantee in cases where it is not deemed necessary(such as pre-commercial thinnings); ■ Prescribed activities and precautions including protection methods for any unique natural, geological, or historical areas and erosion and sedimentation control actions for water quality protection and a smoke management plan if fire is to be used; ■ Descriptive map(s)of all management areas, including logging deck(s),skid trails,roads, streams,streamside management zones(buffers),stream crossings,and areas of special concern; ■ Clear marking of stream buffers and any stream crossings. Inadequate buffer widths and/or potential for excessive disturbance of stream buffers are grounds for rejection of a Harvest Plan by Grantee. The number of stream crossings should be minimized and carefully selected to minimize disturbance to the streams or drainage channels and surrounding soils and vegetation; * A statement signed by the forester acknowledging that management activities follow the terms of the easement and will be supervised by the forester; 13 DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF II����l�l�������`III IIIIII I II Illlll�ll II III R84739 19 14114 Grantee's approval of the Forest Management Plan or Harvest Plan shall not be unreasonably withheld, but may be withheld or conditioned if prescribed actions may compromise the Conservation Values,or if it does not adequately address all required items listed above or other issues pertinent to the intent of this Easement. All forest management activities shall be conducted in accordance with North Carolina Division of Forest Resources' Best Management Practices guidelines for timber harvest and management, including the application of fertilizer,pesticides or herbicides,as the same may be promulgated by law or regulation in the state of North Carolina and as adopted by the North Carolina organization of professional foresters. 14 DocuSign Envelope ID:9A4D309B-6AAB-44AA-9D5E-839E5DD918EF �1 WATEINV-01 PARKER (MMAVDrYYYYj CERTIFICATE OF LIABILITY INSURANCE 411319,io THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and condItIons of the policy,certain policies may require an endorsement. A statement 0n this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER lAcT Sterling S.Parker Trisure,an Alera Group Company � e,Ext; 919 469-24?3 FAX 4325 Lake Boone Trail,Suite 200 j (A/C.No,(919)467-49$7 Raleigh,NC 27607AI .sparker@trisuro.com INSU RERIS1 AFFORDING COVERAGE NAICA INSURER A:Tho Harford Mutual Insurance Company 14141 INSURED INSURER B: Watershed Investments NC,LLC INSURER C: 1630 Weatherford Circle INSURER D Raleigh,NC 27604 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR NSR TYPE OF INSURANCE ADOL SUBINSD DR POLICY NUMBER POLICY EFF POLICY EXIP LIMITS A x COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,0()0 CLAIMS-MADE FxI OCCUR 9186735 7/1912019 7/1912020 DAMAGE Tp RENTED S 300,000 MED EXP(Any one porsonj 10,000 PERSONAL&ADV INJURY 1.000,000 GEN'LAGGREGATE UWT APPLIES PER: GENERAL AGGREGATE 2,000,000 POLICY j FX-1 LOC PRODUCTS-COMPIOPAGG 2,000,000 OTHER: S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO BODILY INJURY Per ersan S OWNED SCHEDULED AUTOS ONLY AUTOS 1 {e BODILY INJURY Peraccldent S AUTOS ONLY AUTO❑NLDY Per ac_dT,,, MAGE S UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAR Id CLAIMS-MADE AGGREGATE DE❑ I I RETENTION 5 WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y I N ANY PROPRIETORIPARTNERIEXECUTIVE ppFFICERIMEM8ER E7[CLUDE07 ❑ NIA E.L.EACH ACCIDENT ;Marsdatory Ia NHI If pas,describe under E.L.DISEASE-EA EMPLOYEE DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES(ACORD 101.Add itlonaI Remaiks Schedule,may be attached it more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange County,Dept of Environment,Agriculture, THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Parks and Recreation 306A Revere Rd Hillsborough Hillsborough,NC 27278 AUTHORIZED REP RESENTATIVE * RE ACORD 25(2016103) 01988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD