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HomeMy WebLinkAboutAgenda 02-01-22; 6-a - Resolution of Approval – Conservation Easement on Draper-Savage Memorial Foundation (Moorefields) and Approval of Budget Amendment #7-A 1 ORD-2022-003 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: February 1, 2022 Action Agenda Item No. 6-a SUBJECT: Resolution of Approval — Conservation Easement on Draper-Savage Memorial Foundation (Moorefields) and Approval of Budget Amendment #7-A DEPARTMENT: Environment, Agriculture, Parks and Recreation (DEAPR) ATTACHMENT(S): INFORMATION CONTACT: 1. Resolution of Approval David Stancil, 245-2510 2. Location Map Christian Hirni, 245-2514 3. Site Map 4. Draft Conservation Easement(s)/Trail Easement PURPOSE: To consider a resolution to approve the purchase of and acceptance by Orange County of conservation easement(s) and trail easement for Draper Savage Memorial Foundation (Moorefields) property, and approve Budget Amendment #7-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 2,850 acres of significant natural areas and prime farmland with permanent conservation easements, leveraging well over $3 million in outside funding and grants toward these easements. Over the past several years, DEAPR has worked with Moorefields Foundation, the group deeded to manage and caretaker of the grounds, on a project to conserve approximately 72 acres of Draper-Savage Memorial Foundation lands located on Moorefields Road in the Cheeks Township. The farm property is located in the Upper Eno Critical Watershed, a priority watershed for acquiring agricultural easements in a dual effort to protect prime farmland and drinking water quality. The farm has over 1,900 linear feet of stream frontage on a tributary to and of Rocky Run, a major tributary of the Eno River, which supplies drinking water for the Town of Hillsborough and City of Raleigh. In addition, with the presence of Natural Heritage sites, the historic Moorefields property and other areas of high cultural/archaeological significance, and the property's adjacency to the County-owned Seven Mile Creek Natural Area, conservation of this tract is a high priority for the Lands Legacy Program. 2 The Moorefields Foundation intends to grant permanent conservation easement(s)that will restrict future development to protect prime open space and streams, as well as scenic views of the open space from Moorefields Road and the adjacent County park. The Foundation also intends to grant a trail easement for the Mountains to Sea Trail, allowing for further extension from the County owned lands east towards Dimmocks Mill Road. All other non-agricultural and historical restoration/renovation development rights will be extinguished through the conservation easement. There will be three separate yet concurrent easements on the property. The Natural Heritage Area and stream buffers will be held in easement by the North Carolina Land and Water Fund (NCLWF), and monitored by the Eno River Association through State contract. The remaining open lands planned conservation easements would be held jointly by Orange County and the Eno River Association. This easement would enhance the protection of this historic home and grounds, which is listed on the National Register of Historic Places. The trail easement will be held by Orange County with planning, management, and construction assistance with the Friends of the Mountains to Sea Trail. The planned conservation easement areas are depicted on the attached site map. The draft deeds of conservation easement and the trail easement are also provided. FINANCIAL IMPACT: The appraised value of the conservation easement is $360,000, which was determined with an appraisal by Kirkland Appraisals, LLC. The purchase price for the conservation easement is $360,000, the full appraised value. Additional costs, including closing and transactional costs, bring the estimated total at closing to $385,500. DEAPR worked with the Eno River Association to identify the following funding sources: Orange County (Lands Legacy) $ 261,458 (68%) NC Land and Water Fund (NCLWF) $ 111,042 (29%) Eno River Association (Triangle Community Foundation grant) $ 13,000 (3%) $385,500 (acquisition and transaction) Funds for the easement purchase would come from Orange County ($248,958 purchase price plus $12,500 for survey, legal and closing costs), NCLWF ($111,042 purchase price), and Triangle Community Foundation ($13,000 for transaction costs). The County's share of funds ($261,458) would come from existing funds budgeted and approved for the Lands Legacy Program (Land Legacy Fund). The following funding sources support the easement outside of financial impact to Orange County: NCLWF ($8,618 stewardship), City of Raleigh ($7,152 for stewardship), and Eno River Association ($2,500 in-kind match for Baseline Report). The Draper-Savage Memorial Foundation 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 3 conservation easement (and extinguishing of 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. Budget Amendment#7-A provides for the use of the above mentioned funds, and amends the following Capital Project Ordinances: Lands Legacy Capital Project (-$261,458) - Project#20011 Revenues for this project: Current FY 2021-22 FY 2021-22 FY 2021-22 Amendment Revised Alternative Financing $2,466,157 $261,458 $2,727,615 From General Fund $42,697 $0 $42,697 Donations $2,000 $0 $2,000 Grant Revenue $250,000 $0 $250,000 Appropriated Fund Balance $9,337 $0 $9,337 Total Project Funding $2,770,191 $261,458 $3,031,649 Appropriated for this project: Current FY FY 2021-22 FY 2021-22 2021-22 Amendment Revised Lands Legacy Program $2,770,191 $261,458 $2,511,833 Total Costs $2,770,191 ($261,458) $2,511,833 Conservation Easements Capital Project ($261,458) - Project# 20006 Revenues for this project: Current FY 2021-22 FY 2021-22 FY 2021-22 Amendment Revised Alternative Financing $2,733,947 $261,458 $2,995,405 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 $13,000 $265,843 Upper Neuse Clean Water $54,000 $0 $54,000 Initiative NC Conservation Reserve $18,800 $0 $18,800 Program Contribution from Hillsborough $6,157 $0 $6,157 NC Land and Water Fund $0 $111,042 $111,042 Anticipated Grant Revenue $2,436,000 $124,042 $2,311,958 Total Project Funding $6,334,768 $261,458 $6,596,226 A propriated for this project: Current FY FY 2021-22 FY 2021-22 2021-22 Amendment Revised Conservation Easements $6,334,768 $261,458 $6,596,226 Total Costs $6,334,768 $261,458 $6,596,226 SOCIAL JUSTICE IMPACT: There is no Orange County Social Justice Goal impact associated with this item. 4 ENVIRONMENTAL IMPACT: The following Orange County Environmental Responsibility Goal impacts are applicable to this item: • RESULTANT IMPACT ON NATURAL RESOURCES AND AIR QUALITY (Assess and where possible mitigate adverse impacts created to the natural resources of the site and adjoining area. Minimize production of greenhouse gases.) The easement will provide a permanent protected natural and agricultural buffer along a busy highway and developed land to the south. The easement will also protect a vital watershed which leads to a primary drinking water source for the Town of Hillsborough and City of Raleigh. • CLEAN OR AVOIDED TRANSPORTATION Implement programs that monitor and improve local and regional air quality by: 1) promoting public transportation options; 2) decreasing dependence on single-occupancy vehicles, and 3) otherwise minimizing the need for travel. The acquisition of this and subsequent trail easements will move forward the continued effort of a Statewide trail system, allowing for local and statewide "thru hiking"/foot travel opportunities and promoting heathy recreation for locals and visiting individuals between several municipalities and areas of natural and cultural interests. RECOMMENDATION(S): The Manager recommends that the Board adopt and authorize the Chair to sign the resolution approving the acceptance by Orange County of the conservation easements, and approve and authorize the Chair and the Clerk to sign the conservation easement agreements and trail easement documents, subject to final review by staff and County Attorney, with a closing and recordation of the document expected to occur on or about March 30, 2022, and approve Budget Amendment #7-A. RES-2022-006 Attachment 1 5 ORANGE COUNTY BOARD OF COMMISSIONERS RESOLUTION Approval of Conservation Easements between Orange County and the Eno River Association and Draper-Savage Memorial Foundation 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 Draper-Savage Memorial Foundation property includes approximately 72 acres in the Upper Eno Critical watershed, consisting of a majority of prime agricultural soils, and includes 1,900 linear feet of tributaries that drain to the Eno River—a drinking water supply reservoir for the Town of Hillsborough and City of Raleigh; and WHEREAS, Moorefields Foundation, the caretakers of the Draper-Savage Memorial Foundation property, wish to grant permanent conservation easements to Orange County and the Eno River Association, which will protect the prime open space and riparian corridors that exist on the property; and WHEREAS, conservation easements on this approximately 72 acres would ensure the preservation of this open space 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 easements for land owned by Draper-Savage Memorial Foundation; 2) approve the execution of this conservation easement agreements with Draper-Savage Memorial Foundation, in accordance with the terms of the proposed easement agreements, subject to final review by staff and the County Attorney; 3) authorize the Chair and the Clerk to sign the easement agreements on behalf of the Board, with a closing to occur on or about March 30, 2022; 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 Draper-Savage Memorial Foundation for their civic-minded granting of these conservation easements through the Lands Legacy Program. This the 1 st day of February, 2022. Renee Price, Chair Orange County Board of Commissioners Laura Jensen, Clerk to the Board Moorefields Property Easement- Context Map 6 0 G CORNELIUS ST 0 t Oho e o � 1 o us w X z O w O GYM RD O LL SOUTHERN DR Duke orestz LATIMER ST m to 5 Cn h' o KING ST BENr � WEST TEN- �I85 N �OHNSTONRD Hillsborough 14 � OST r EN EENT 161 T C I i8s F Fk pR m tiiQo �a o Occoneec`y{ u ain St Ar �O �\ 18 ev it a u Area 5 140-EXIT 163 185 185 �O J� �O �G �G P CRUTCHF1ELp Rp NEW GRADY BROWN SCHOOL RD 0 —' w �r Oq KDgLE DR LUw O I Y r \i g PD DR Z o, ' m 70 Z I MONADNOCK RDG 'r 3ACOBSTRL a 0 N °d cj�PO��F z W E rnS Tract Information: 0 850 1,700 3,400 5,100 6,800 Feet Legend Landowner: Moorefields ORANGE COUNTY Roads Lat: 36' 03.58" Streams Long: 79'08.55" Date: 1/14/2021Tract Boundary Image: 2017 Aerial Photo 4� open Space-other Created By: Christian Hirni Acres: 72 (LWF Easement-24 ® County open Space Trial Easement-3) Department of Environment, ® County Easements ,Agriculture, Parks&Recreation ® Conservation Easements CityBoundary Moorefields Property Conservation/Trail Easements 7 �BsN\4o�r R A7 V` 17 AIL I C ,.. + ' 7� r .br'4 a F4, ' , y MOORFRE LDS RD W4 YAT At Tract Information: 0 130 260 520 780 1,040 Feet Legend Landowner: Moorefields ORANGE COUNTY Roads Lat: 36' 03.58" Q Long: 79'08.55" Tract Boundary Date: 11/02/2021LWF Easement Image: 2017 Aerial Photo , � Trail Corridor Created By: Christian Hirni Acres: 72 (LWF Easement-24 Streams Trial Easement- 3) Department of Environment, County Open Space Agriculture, Parks&Recreation Adjusted Trail Route 8 CONSERVATION EASEMENT FRIENDS OF MOOREFIELDS Property Prepared by: Orange County,North Carolina and North Carolina Land and Water Fund After Recording Return to: Christian Himi, P.O. Box 8181, Hillsborough,NC 27278 NORTH CAROLINA ORANGE COUNTY Portion of Tax Parcel Nos. 9854716006, 9854815060, NCLWF No. 2020-048 and 9853797619 THIS DEED OF CONSERVATION EASEMENT ("Conservation Easement") is made, given, granted, and executed on this the day of , 2021 by and between FRIENDS OF MOOREFIELDS, a NC Non-profit Corporation, TRUSTEE OF THE EFFIE DRAPERSAVAGE —NELLIE DRAPER DICK MEMORIAL FOUNDATION ("Grantor") its address being: 2201 Moorefields Road, Hillsborough,NC 27278 and ORANGE COUNTY,NORTH CAROLINA, a local government of the State of North Carolina ("Grantee") its address being: P.O. Box 8181, Hillsborough,NC 27278. Grantor and Grantee may hereinafter be referred to individually as a "Party" or collectively as the "Parties." RECITALS A. Grantor owns in fee simple absolute certain real property lying and being in Cheeks Township, Orange County,North Carolina, which consists of three parcels with Orange County PIN numbers 9853797619, 9854716006, and 9854815060 totaling 70.63 acres, and which is more particularly described in"Exhibit A"which is attached hereto and incorporated herein by reference as if fully set forth herein(the "Property"). B. Grantee is a body politic existing under Chapter 153A of the North Carolina General Statues, and is qualified to hold Easements under the applicable laws of the State of North Carolina. C. The State of North Carolina ("State")has enacted the Conservation and Historic Preservation Agreements Act, Chapter 121, Article 4 of the North Carolina General Statutes ("N.C.G.S."), which provides for the enforceability of restrictions, easements, covenants, and 1 of 17 9 conditions "appropriate to retaining land or water areas predominantly in their natural, scenic or open condition . . . ." D. The North Carolina Land and Water Fund a.k.a. North Carolina Clean Water Management Trust Fund("Fund") is authorized by N.C.G.S. Chapter 143B, Article 2, Part 41 to acquire land and interests in land on behalf of the State: • for riparian buffers for the purposes of providing environmental protection for surface waters and urban drinking water supplies and establishing a network of riparian greenways for environmental, educational, and recreational uses, • for the purpose of protecting and conserving surface waters and enhancing drinking water supplies, including the development of water supply reservoirs, • to provide buffers around military bases to protect the military mission, • that represent the ecological diversity of North Carolina, including natural features such as riverine, montane, coastal, and geologic systems and other natural areas to ensure their preservation and conservation for recreational, scientific, educational, cultural, and aesthetic purposes, and • that contribute to the development of a balanced State program of historic properties. E. Grantor and Grantee have agreed to set aside a 23.5-acre area of the Property for the purpose of creating a conservation easement. The area is hereinafter referred to as the "Easement Area." The Easement Area is described in"Exhibit B"which is attached hereto and incorporated herein by reference as if fully set forth herein. The Easement Area has the following conservation values and serves the following conservation purposes: • to preserve, enhance, restore, and maintain the natural features and resources of the riparian buffer, to control runoff of sediment, and to improve and maintain the water quality, of portions of Rocky Run and its tributaries, • to preserve and maintain the natural features and resources of the riparian buffer, and to provide environmental, educational, and recreational uses, including riparian greenway along portions of Rocky Run and its tributaries, • to protect and preserve the ecological diversity including natural features such as Sevenmile Creek natural area for recreational, scientific, educational, cultural, and aesthetic purposes, and • to preserve and protect the natural, historic, and cultural features of the Easement Area containing or located next to the Moorefields Home and Grounds (c. 1785) listed on the 2of17 10 National Registry of Historic Places and an Orange County Landmark, to develop a balanced State program of historic properties. Moreover, Grantor and Grantee recognize that the Easement Area has other conservation values and purposes, including fish and wildlife conservation, open space values, and scenic values (hereinafter, collectively with the conservation values described in this Section E of the Recitals and the conservation purposes of this Conservation Easement, the "Conservation Values"). F. Grantee has received or will receive a grant from Fund in accordance with Grant Contract No. 2020-048 between Grantee and Fund dated January 5, 2021 (the "Grant Contract"). In the Grant Contract, Grantee agreed to enter into this Conservation Easement. The terms and conditions of the Grant Contract are incorporated herein by reference as if fully set forth herein. The Grant Contract is on file and available for public inspection in the offices of Grantee and Fund. The Grant Contract and this Conservation Easement are collectively referred to herein as the "Project." G. Grantor and Grantee acknowledge that the Easement Area is currently unencumbered except as permitted in Article V of this Conservation Easement. The Easement Area's characteristics, its current use, and its state of improvement are described in a Baseline Documentation Report (the "BDR"), which was required under the Grant Contract and is on file and available for public inspection in the offices of Grantee and Fund. The Parties acknowledge that the BDR is the appropriate basis for monitoring compliance with the objectives of preserving the Conservation Values and that it is not intended to preclude the use of other evidence (e.g. surveys, appraisals) to establish the condition of the Easement Area at the time of the execution of this Conservation Easement if there is a controversy over such condition. NOW, THEREFORE, in consideration of the premises and the mutual benefits recited herein, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, Grantor hereby unconditionally and irrevocably gives, grants, and conveys forever and in perpetuity to Grantee, its successors and assigns, and Grantee hereby accepts, this Conservation Easement of the nature and character and to the extent hereinafter set forth in, on, over, under, through, above, and across the Easement Area, together with the right and easement to preserve and protect the Conservation Values. The purpose of this Conservation Easement is to protect and preserve the Conservation Values as outlined above in Section E of the Recitals including the conservation purposes and it shall be so held, maintained, and used therefor. Grantor hereby conveys to Grantee all development rights that are now or hereafter allocated to, or are implied or inherent in, the Easement Area, and the Parties agree that such rights are terminated and extinguished, and may not be used on or transmitted to any portion of the Property, as it now or hereafter may be bounded or described, or to any other property. It is the further purpose of this Conservation Easement to prevent any use of the Easement Area that will impair or interfere with the preservation of the Conservation Values. Grantor intends that this Conservation Easement will restrict the use of the Easement Area to such activities as are consistent with the Conservation 3of17 11 Values. FURTHER, for the purpose of providing uninterrupted access to the Easement Area, Grantor grants and conveys unto Grantee,its successors and assigns, a perpetual right of ingress, egress, and regress to and from the Easement Area from Moorefields Road, (2)across the Property, (3)in any other right-of-way appurtenant to the Property, and(4) across any other lands owned by Grantor. ARTICLE I. DURATION OF EASEMENT This Conservation Easement shall be perpetual. It is an easement in gross,runs with the land, and is enforceable by Grantee, its successors and assigns, against Grantor, its representatives, successors, assigns, lessees, agents, and licensees. ARTICLE II. RIGHTS RESERVED TO GRANTOR Grantor reserves the right accruing from the fee simple ownership of the Property to engage in or permit others to engage in the uses of the Easement Area that are not inconsistent with this Conservation Easement or the Conservation Values. All rights reserved by Grantor, are reserved for Grantor and its successors and assigns. The specific reserved rights listed below in this Article II are considered to be consistent with this Conservation Easement and the Conservation Values. Grantor shall continue to own and may use the Property in any lawful manner that is consistent with this Conservation Easement and the Conservation Values. The Parties acknowledge and agree that they have no right to agree to any activity that would result in the termination of this Conservation Easement. The Easement Area shall be restricted from any development or usage that would impair or interfere with the Conservation Values including the purposes of this Conservation Easement. The following uses are reserved as indicated: A. Access and Use. Grantor reserves the right to allow access and use of the Easement Area for the purposes of the activities permitted herein. Grantor reserves the right to generate income from individuals and groups related to the activities permitted under the rights reserved herein, so long as the activities are not detrimental to the Conservation Values. B. Passive Recreational Use. Grantor reserves the right to engage in and to permit others to engage in passive recreational uses of the Easement Area that do not require surface alteration of the land and pose no threat to the Conservation Values. By way of illustration, such passive recreational uses may include hiking,walking, scientific study, animal/plant observation, nature and environmental education, historic tours, photography, so long as such uses are consistent with the maintenance of the Conservation Values, and such uses are subject to all applicable federal, state, and local laws and regulations. C. Existing Roads and Trails. Grantor reserves the right to maintain existing unpaved roads and trails in the Easement Area. These roads and trails shall not be paved without prior written approval of Fund. The existing roads and trails may be stabilized with gravel and 4 of 17 12 permanent vegetation. Associated ditches, culverts, stream crossings, and bridges may be maintained and replaced as necessary as maintenance of the road or trail. All necessary care shall be taken to maintain existing roads and trails in a manner so as not to impair any Conservation Values. Existing roads and trails shall not be realigned without the prior written approval of Fund. D. Motorized Vehicles. Grantor or assigned reserves the right to use motorized vehicles on allowed roads and trails for management, maintenance, or stewardship purposes. E. New Trails. Grantor or assigned reserves the right to construct and maintain new natural surface trails for the purpose of hiking, including the right to construct and maintain the NC Mountains-to-Sea Trail within the Easement Area.. Grantor or assigned further reserves the right to pave trails for non-motorized recreational purposes. All trails must be located a minimum distance of fifty(50) feet from the top of the bank of all surface water, unless such locations are physically impracticable, and must be located so as not to impair the Conservation Values. All trail construction involving soil disturbance must follow best practices for sustainable trail design and construction and must have prior written approval by Fund. Private trails for personal use by the landowner and a small number of guests that will not have more than a de minimis impact on the land, water quality, or environment are excepted from the requirements of the immediately preceding sentence. When required by the terrain, trails may include boardwalks, ramps, and handrails to the extent necessary. Trails may include stream crossings up to 6 feet wide,provided they are permitted by all applicable regulatory authorities. All necessary care shall be taken to construct and maintain trails in a manner so as not to impair any Conservation Values either during or after construction. Fund shall have the authority to require the closure of any trail that is detrimental to any Conservation Values. All realignments of trails are subject to the requirements of this Paragraph. F. Trail and Recreational Accessories. Grantor or assigned reserves the right to construct and maintain park benches, litter receptacles, and directional, educational, and informational signs along existing trails and approved new trails. Grantor or assigned, further reserves the right to construct and maintain one (1) observation platform along existing and approved new trails or on the banks of surface water if allowed and approved by all applicable regulatory authorities. All necessary care shall be taken to construct and maintain trail and recreational accessories in a manner so as not to impair any Conservation Values either during or after construction. Fund shall have the authority to require the removal of any trail or recreational accessory that is detrimental to any Conservation Values. G. Vegetation Management. Grantor or assigned, reserves the right to manage vegetation for boundary marking, fencing, signage, fire containment, disease control, insect control, invasive exotic plant control, and removal of conditions that threaten life or property. Methods of vegetation management may include, but are not limited to, selective cutting, prescribed burning, and application of herbicides or pesticides. H. Native Community Restoration, Management, and Maintenance. Grantor reserves the right to perform all activities necessary to restore, manage, or maintain the native plant and animal communities in the Easement Area,provided, however, that the conversion of one habitat type to a native habitat type requires prior written approval of Fund. All necessary care shall be 5of17 13 taken to protect all Conservation Values, and restoration, management, and maintenance activities shall be carried out in a manner so as not to impair any Conservation Values either during or after the activities. I. Stream/Wetland Restoration. Grantor reserves the right to perform all activities necessary to restore and stabilize streams and wetlands to enhance water quality on the Easement Area. Such activities shall be based upon prevailing design and permitting standards. Restoration and stabilization activities shall be based on a design using as many natural materials as possible, shall require prior written approval of Fund, and shall be subject to all applicable regulatory authorities. J. Signs. Grantor or assigned, reserves the right to post the following signs: no trespassing signs, local, state, or federal traffic or similar information signs, for sale or lease signs, signs identifying the Conservation Values of the Easement, signs identifying Grantor as owner of the Property, signs identifying the funders or the holders of Conservation Easements, educational signs, directional signs, and interpretative signs. ARTICLE III. PROHIBITED AND RESTRICTED ACTIVITIES Any activity on, or use of,the Easement Area that is inconsistent with this Conservation Easement or the Conservation Values is prohibited. The Easement Area shall be maintained in its natural, scenic,wooded, and open condition and restricted from any development or use that would impair or interfere with this Conservation Easement or the Conservation Values. Without limiting the generality of the immediately foregoing Paragraph, the following activities and uses are expressly prohibited or restricted in the Easement Area as stated, except to the extent of rights specifically reserved to Grantor in Article IL When an activity or use is prohibited or restricted in,within, on, or of the Easement Area, the activity or use is prohibited or restricted in, on, over, under, through, above, and across the Easement Area. A. Industrial and Commercial Use. Industrial and commercial activities and any rights of passage for such purposes are prohibited in the Easement Area. B. Agricultural, Grazing and Horticultural Use. Agriculture, grazing,horticultural and animal husbandry operations and any rights of passage for such purposes are prohibited in the Easement Area. C. Disturbance of Natural Features, Plants, and Animals. There shall be no cutting or removal of trees and no disturbance of other natural features within the Easement Area... D. Construction of Structures or Improvements. There shall be no constructing or placing of any temporary or permanent structure, improvement, building, fixture, mobile home, asphalt, concrete, or other pavement,billboard or other advertising display, antenna,utility pole, 6of17 14 tower, conduit, line, or facility in the Easement Area. E. Motorized Vehicles. Use of motorized vehicles in the Easement Area is prohibited F. Signs. Signs are not permitted in the Easement Area. G. Mineral Use, Excavation, Dredging. There shall be no filling, excavation, dredging, mining, or drilling in the Easement Area. There shall be no removal of topsoil, sand, gravel, rock,peat, minerals, hydrocarbons, or other materials from the Easement Area. There shall be no change in the topography of the land in the Easement Area in any manner. H. Wetlands and Water Quality. There shall be no pollution or alteration of surface waters in the Easement Area. There shall be no construction or other activities that would be detrimental to water quality or that would alter the natural water levels, drainage, sedimentation, or water flow in, on, or over the Easement Area or into any surface waters. There shall be no construction or other activities that would cause soil degradation or erosion. There shall be no diking, dredging, alteration, draining, filling, or removal of wetlands. I. Dumping. Dumping of soil,trash, ashes, garbage, waste, abandoned vehicles, appliances, machinery, or other materials in the Easement Area is prohibited. J. Conveyance and Subdivision. The Easement Area consists of three (3) contiguous areas of the Property. The Easement Area shall not be further divided, subdivided, or partitioned. No property interest in the Easement Area, including, but not limited to the fee simple interest, shall be further divided, subdivided, or partitioned. Without limiting the foregoing, the individual areas included in the Easement Area shall not be conveyed except all together in undivided ownership and in their current configuration. K. Open Space and Development Rights. The Easement Area shall not be used to satisfy open space or density requirements of any cluster or other development scheme or plan. The development rights encumbered by this Conservation Easement shall not be transferred to any other land pursuant to a transfer of development rights scheme, a cluster development arrangement, or otherwise. L. Mitigation._ There shall be no use of the Easement Area or any portion thereof to satisfy compensatory mitigation requirements under 33 USC Section 1344,N.C.G.S. §143- 214.11 or any successor or replacement provision of the foregoing. ARTICLE IV. ENFORCEMENT AND REMEDIES A. Enforcement and Remedies. Grantee has the right to prevent and stop any violation of this Conservation Easement, including,but not limited to, preventing and stopping any activity on or use of the Easement Area that is inconsistent with this Conservation Easement or its purposes, and to require the prompt restoration to the condition required by this 7of17 15 Conservation Easement of such areas or features of the Easement Area that may have been damaged by such violation, activity, or use. Upon any breach of the terms of this Conservation Easement by Grantor that comes to the attention of Grantee, Grantee, may notify Grantor in writing of such breach. Grantor shall have ninety(90) days after receipt of such notice to correct the conditions constituting such breach. If the breach remains uncured after ninety (90) days, Grantee may enforce this Conservation Easement by legal proceedings for damages, injunctive relief, and any other legal or equitable remedy. Grantee shall also have the power and authority, consistent with its statutory authority: (a) to prevent any impairment of the Easement Area by acts which may be unlawful or in violation of this Conservation Easement, (b)to otherwise preserve or protect its interest in the Easement Area, and(c)to seek damages from any appropriate person or entity. Notwithstanding the foregoing, Grantee has the immediate right, without notice, to obtain a temporary restraining order, injunction, or other appropriate relief if a breach or threatened breach of the terms of this Conservation Easement is or would irreversibly or materially impair the benefits to be derived from this Conservation Easement. Grantor and Grantee acknowledge that under such circumstances damage to Grantee would be irreparable and remedies at law will be inadequate. The rights and remedies of Grantee provided hereunder shall be in addition to, and not in lieu of, all other rights and remedies available to Grantee in connection with this Conservation Easement, including,without limitation, those set forth in the Grant Contract under which this Conservation Easement was obtained. B. Access for Inspection and Right of Entry. Grantee shall have the right, by and through its agents and employees, to enter the Property to inspect the Easement Area for compliance with this Conservation Easement at all reasonable times and with prior notice and, if necessary, cross other lands owned by Grantor for the purposes of(1) inspecting the Easement Area to determine if Grantor is complying with this Conservation Easement and its purposes, (2) enforcing the terms of this Conservation Easement, (3)taking any and all actions with respect to the Easement Area as may be necessary or appropriate with or without order of the Court, to remedy or abate violations hereof, and(4) making scientific and educational observations and studies and taking samples in such a manner as will not disturb the quiet enjoyment of the Easement Area by Grantor. C. Termination and Proceeds of Property Rights Created. This Conservation Easement gives rise to a property right that is immediately vested in Grantee at the time of recordation,with a fair market value that is equal to the proportionate value that the Conservation Easement bears to the full value of the whole Property, as if unencumbered by the Conservation Easement, on the date of the recording of this Conservation Easement. This proportionate value shall remain constant. For the purposes of determining any distribution of proceeds pursuant to this Paragraph, Grantor's proportionate contribution to the purchase price shall be deemed to be 0%, Orange County's proportionate contribution to the purchase price shall be deemed to be 0%, and State of North Carolina's proportionate contribution to the purchase price shall be deemed to be 100%. "Proceeds of Sale" shall mean the cash value of all money and property paid, transferred, or contributed in consideration for, or as otherwise required as a condition to, the taking of, sale of, exchange of, involuntary conversion of, or severance damages to, the Property or part thereof, and any money, damages, or just compensation otherwise awarded as a result of judicial proceedings, minus Grantor's reasonable expenses from such transaction or proceeding. 8of17 16 1. Eminent Domain. Whenever all or part of the Property is taken by eminent domain, threatened to be taken by an entity with the power of eminent domain, or acquired, or sought to be acquired, by negotiated sale in lieu of condemnation, whether by public, corporate, or other authority, Grantor shall immediately give notice to Grantee and Fund, and shall take all appropriate actions related to such taking or negotiated sale in coordination with and with the prior written approval of Grantee and Fund, to recover the full fair market value (without regard to any diminution in value attributable to the Conservation Easement) of the taking or acquisition and all incidental, direct, and severance damages resulting from the taking or acquisition. Grantee, its successors and assigns, shall be entitled to its proportionate share of the Proceeds of Sale which shall include, but not be limited to, the proceeds of such taking of, sale of, exchange of, involuntary conversion of, and severance damages to, the Property or any part thereof, and any damage or just compensation otherwise awarded with respect to any judicial proceedings, according to Grantee's proportional interest in the value of the Property as determined under Treasury Regulations §1.170A-14(g)(6)(ii) or any successor regulation. As allowed by N.C.G.S. §146-30(a), Grantee shall use its share of the Proceeds of Sale in a manner consistent with the purpose(s) of the Conservation Easement as set forth herein. Notwithstanding the foregoing, all Proceeds of Sale shall be distributed among the Parties according to each Party's respective contribution to the purchase price of the Property and this Conservation Easement as specified above. Nothing herein limits Grantee's right to be included as a named parry in any eminent domain action or its right to just compensation for the taking of its property interest. 2. Changed Conditions. If a subsequent, unexpected change in conditions surrounding the Property or any part thereof makes impossible or impractical the continued use of the Property for the purposes of this Conservation Easement as set forth herein, and the Conservation Easement is extinguished in whole or in part by judicial proceeding, Grantee, its successors and assigns, shall be entitled to its proportionate share of the Proceeds of Sale which shall include, but not be limited to the proceeds of any sale, exchange, or involuntary conversion of the Property or any part thereof, and any damage award with respect to any judicial proceedings according to Grantee's proportional interest in the value of the Property as determined under Treasury Regulations §1.170A- 14(g)(6)(ii) or any successor regulation. As allowed by N.C.G.S. §146-30(a), Grantee shall use its share of the Proceeds of Sale in a manner consistent with the purpose(s) of the Conservation Easement as set forth herein. Notwithstanding the foregoing, all Proceeds of Sale shall be distributed among the Parties according to each Party's respective contribution to the purchase price of the Property and this Conservation Easement as specified above. Nothing herein limits Grantee's right to be included as a named parry in any judicial proceedings related to changed conditions. D. Acts Beyond Grantor's Control.Nothing contained in this Conservation Easement shall be construed to entitle Grantee to bring any action against Grantor for any injury or change in the Easement Area resulting from the acts of third parties not authorized by Grantor, or from 9of17 17 causes beyond Grantor's control, including, without limitation, fire, flood, storm, and earth movement, or from any prudent action taken in good faith by Grantor under emergency conditions to prevent, abate, or mitigate significant injury to life, property, or the Easement Area, resulting from such causes. E. Costs of Enforcement. Any costs incurred by Grantee in enforcing the terms of this Conservation Easement against Grantor, including, without limitation, any costs of restoration necessitated by Grantor's acts or omissions in violation of the terms of this Conservation Easement, shall be borne by Grantor. F. No Waiver. Any forbearance by Grantee to exercise its rights hereunder in the event of any breach of any term set forth herein shall not be deemed or construed to be a waiver by Grantee of such term or of any subsequent breach of the same or of any other term of this Conservation Easement or of Grantee's rights. No delay or omission by Grantee in exercise of any right or remedy shall impair such right or remedy or be construed as a waiver. ARTICLE V. TITLE Grantor covenants, represents, and warrants (i) that Grantor is the sole owner and is seized of the Property including the Easement Area in fee simple and has good right to grant and convey this Conservation Easement, (ii) that there is legal access to the Property and the Easement Area, (iii)that the Property and Easement Area are free and clear of any and all encumbrances, except those permitted exceptions outlined below,none of which would nullify, impair, or limit in any way the terms or effect of this Conservation Easement, (iv) that Grantor shall defend its and Grantee's title against the claims of all persons whomsoever, and(v)that Grantee, its successors and assigns, shall have the right to monitor and defend the terms of this Conservation Easement. The following are permitted exceptions to the above covenants, representations, and warranties: ARTICLE VI. MISCELLANEOUS A. Stewardship of the Conservation Easement. Pursuant to the terms of the Grant Contract and any contract for stewardship of the Easement Area entered into pursuant to the Grant Contract, Grantor acknowledges that The Association of the Preservation of the Eno River Valley, Inc. (a.k.a. Eno River Association)will monitor and observe the Easement Area in perpetuity to assure compliance with the purposes and provisions of this Conservation Easement and the provisions of the Grant Contract, and that it will report on the condition of the Easement Area, or provide for such reporting, to State and Fund no less frequently than once a year, and further will report immediately to State and Fund any observed and/or known violations of this Conservation Easement or the Grant Contract. The Parties acknowledge that the associated stewardship monies awarded under the Grant Contract are administered pursuant to N.C.G.S. §143B-135.236 which establishes the North Carolina Conservation Easement Endowment Fund, or any successor law, and Fund's internal policies and procedures, and that Eno River Association's obligation to monitor the Easement Area at any given time is contingent on the 10 of 17 18 availability of said stewardship funds. Further, the Parties acknowledge that this obligation to monitor the Easement Area is assignable without the consent of the Grantor provided such assignment is made with the prior written approval of Fund and evidenced by a written instrument signed by the Parties to the assignment and recorded in the Office of the Register of Deeds of Orange County. Provided further, that any such assignment of Eno River Association's obligation to monitor the Easement Area shall include a right of entry onto the Property and the Easement Area for the assignee of said monitoring obligation, and shall require the monitoring to be carried out in accordance with and subject to N.C.G.S. §14313-135.236 or any successor law, and Fund's internal stewardship policies and procedures. The Parties specifically acknowledge that neither Eno River Association's obligation to monitor the Easement Area, nor its assignment of said obligation, shall have any effect on the rights and obligations of Grantee of this Conservation Easement. Further,the Parties covenant that the obligation to provide monitoring of the Easement Area will survive any transfer of Grantor's fee interest in the Property. B. Subsequent Transfers of the Fee or Other Interests; Licenses. Grantor agrees for itself, its successors and assigns, that in the event it intends to transfer the Property, any interest in the Property, any portion of the Property that includes the Easement Area, or any license to use the Easement Area, to notify Grantee and Fund in writing of the names and addresses of any party to whom the Property, any interest in the Property, any portion of the Property that includes the Easement Area, or any license to use the Easement Area, is to be transferred, the nature of the interest or license to be transferred, and the terms and conditions of the intended transfer, at least sixty(60) days before the transfer is intended to be consummated. Grantor, for itself, its successors and assigns, further agrees to make specific reference to this Conservation Easement in a separate paragraph of any subsequent lease, deed, license, or other legal instrument by which any interest or license in the Property is conveyed. The Property owner shall not convey the Property or any interest or license therein, and shall not incur, assume, or suffer to exist any lien, upon or with respect to the Property,without disclosing to the prospective transferee the Conservation Easement,the obligations of the Property owner, and the limitations on use of the Property.No interest or license in the Property shall be transferred except in writing in accordance with the above. Nothing in this Paragraph abrogates or limits Paragraph J of Article III hereof. C. Subsequent Transfers of the Conservation Easement. The Parties hereto recognize and agree that the benefits of this Conservation Easement are in gross and assignable with any such assignee having all the rights and remedies of Grantee hereunder. The Parties hereby covenant and agree, that in the event this Conservation Easement is transferred or assigned, the transferee or assignee of the Conservation Easement will be a qualified organization as that term is defined in Section 170(h)(3) of the Internal Revenue Code of 1986 (the "Code"), as amended, or any successor section, and the regulations promulgated thereunder that is organized or operated primarily for one of the conservation purposes specified in Section 170(h)(4)(A) of the Code, a qualified holder as that term is defined in the Act or any successor statute, and a qualified grant recipient pursuant to N.C.G.S. Chapter 14313, Article 2, Part 41. The Parties further covenant and agree that the terms of the transfer or the assignment will be such that the transferee or assignee will be required to continue to carry out in perpetuity the purpose(s) of the Conservation Easement that the contribution was originally intended to advance as set forth herein,but acknowledge specifically that any transfer or assignment of the Conservation Easement shall have no effect on Eno River Association's obligation to provide stewardship of the Conservation Easement as set forth in this Article VI. I 1 of 17 19 D. Existing Responsibilities of Grantor and Grantee Not Affected. Other than as specified herein, this Conservation Easement is not intended to impose any legal or other responsibility on Grantee, or in any way to affect any existing obligation of Grantor as owner of the Property, which includes the Easement Area. Among other things, this shall apply to: 1. Taxes. Grantor shall continue to be solely responsible for payment of all taxes and assessments levied against the Property, including the Easement Area. If Grantee is ever required to pay any taxes or assessments on its interest in the Easement Area, Grantor shall reimburse Grantee for the same. 2. Upkeep and Maintenance. Grantor shall continue to be solely responsible for the upkeep and maintenance of the Property, including the Easement Area, to the extent it may be required by law. Grantee shall have no obligation for the upkeep or maintenance of the Easement Area. 3. Liability and Indemnification. If Grantee is ever required by a court to pay damages resulting from personal injury or property damage that occurs on the Property, including the Easement Area, Grantor shall indemnify and reimburse Grantee for these payments, as well as reasonable attorneys' fees and other expenses of defending itself,unless Grantee has committed a deliberate act that is determined to be the sole cause of the injury or damage. E. Conservation Purpose. Grantor and Grantee, each for itself, and its respective successors and assigns, agree that this Conservation Easement shall be held exclusively for conservation purposes set forth by the Grant Contract, this Conservation Easement, and as specified in Section 170(h)(4)(A) of the Code. Further, this Conservation Easement shall be construed to promote the purposes of the Act and such purposes of this Conservation Easement as are defined in Section 170(h)(4)(A) of the Code. F. Recording. Grantee shall record this instrument and any amendment hereto in the official records of Orange County,North Carolina, and may re-record it at any time as may be required to preserve Grantee's rights. G. Notices. Any notices shall be sent by registered or certified mail,return receipt requested, to the Parties at their addresses shown below, and each Party may update its information by a notice sent in accordance with this Paragraph: If to Grantee: If to Grantor: Orange County c/o DEAPR Friends of Moorefields, Trustee P.O. Box 8181 2201 Moorefields Road Hillsborough,NC 27278 Hillsborough,NC 27278 12 of 17 20 H. Amendments. Grantor and Grantee, or their successors in interest in the Property, are free to jointly amend this Conservation Easement to meet changing conditions,provided that no amendment will be allowed that is inconsistent with the purposes of this Conservation Easement or affects the perpetual duration of this Conservation Easement. Such amendments require the prior written approval of both Grantor and Grantee and shall be effective upon recording in the public records of Orange County,North Carolina. I. Environmental Condition of the Property. Grantor warrants, represents, and covenants to Grantee that to the best of its knowledge after appropriate inquiry and investigation: (a) the Property described herein is and at all times hereafter will continue to be in full compliance with all federal, state, and local environmental laws and regulations, (b) as of the date hereof, there are no hazardous materials, substances, wastes, or environmentally regulated substances (including, without limitation, any materials containing asbestos) located on, in, or under the Property or used in connection therewith, (c)that there are no environmental conditions existing on the Property that may prohibit or impede use of the Easement Area for the purposes set forth herein, and(d) Grantor will not allow such conditions. J. Indemnity. Grantor agrees to the fullest extent permitted by law, to protect, indemnify, and hold harmless Grantee from and against all claims, actions, liabilities, damages, fines,penalties, costs, expenses, and attorneys' fees suffered or incurred as a direct or indirect result of any violation of any federal, state, or local environmental or land use law or regulation or of the use or presence of any hazardous substance, hazardous waste, or other regulated material in, on, or under the Property. K. Entire Agreement. The Recitals set forth above and the exhibits, if any, attached hereto are incorporated herein by reference. This instrument, including the Grant Contract incorporated by reference herein, sets forth the entire agreement of the Parties with respect to the Project and supersedes all prior discussions, negotiations, understandings, and agreements relating to the Project. To the extent that this Conservation Easement is in conflict with the Grant Contract, the terms of this Conservation Easement shall control. L. Interpretation and Severance. This Conservation Easement shall be construed and interpreted under the laws of the State and the United States, and any ambiguities herein shall be resolved so as to give maximum effect to the conservation purposes sought to be protected herein. The normal rule of construction of ambiguities against the drafting parry shall not apply in the interpretation of this Conservation Easement. Further, this Conservation Easement shall be construed to promote the purposes of the Act, which authorizes the creation of conservation agreements for purposes including those set forth herein, and such conservation purposes as are defined in Section 170(h) (4) (A) of the Code. If any provision of this Conservation Easement is found to be invalid, the remainder of the provisions of this Conservation Easement, and the application of such provisions to persons or circumstances other than those as to which it is found to be invalid, shall not be affected thereby and shall remain in full force and effect. M. Parties. Every provision of this Conservation Easement that applies to Grantor or to Grantee or to Fund shall likewise apply to their respective executors, administrators, successors, and assigns. 13 of 17 21 N. No Extinguishment through Merger. The Parties agree that the doctrine of extinguishment by merger shall not apply to this Conservation Easement because of the public interest in its enforcement. The Parties agree that this Conservation Easement and its terms shall survive any coming together of the ownership of the fee interest and the Conservation Easement interest in the Easement Area, and that this Conservation Easement shall not be merged into the fee interest. Further, the Parties agree that if Grantee, or any successor in interest to Grantee, acquires title to any fee interest in the Easement Area (i) said owner shall observe and be bound by the obligations and the restrictions imposed upon the Easement Area by this Conservation Easement and(ii) this Conservation Easement shall not be extinguished through the doctrine of merger in any way in view of the public interest in its enforcement. O. Subsequent Liens. No provision of this Conservation Easement shall be construed as impairing the ability of Grantor to use the Property for collateral for borrowing purposes, provided that any mortgage or lien arising therefrom shall be subordinate to this Conservation Easement. P. Gender. The designations Grantor, Grantee, State, and Fund, as used herein shall include the persons or entities indicated and their administrators, successors, and assigns, and shall include the singular, plural, masculine, feminine, or neuter as the context may require. Q. Headings. The headings of the various sections of this Conservation Easement have been inserted for convenience only and shall not modify, define, limit, or expand the express provisions of this Conservation Easement. TO HAVE AND TO HOLD unto Grantee, its successors and assigns, forever. The covenants agreed to and the terms, conditions,restrictions, and purposes imposed as aforesaid shall be binding upon Grantor and Grantor's representatives, successors and assigns, and shall continue as a servitude running in perpetuity with the Property. [See next page for signatures and notary acknowledgement] 14 of 17 22 IN WITNESS WHEREOF, Grantor, by authority duly given, has hereunto caused these presents to be executed under seal in such form as to be binding, the day and year first above written, and Grantee accepts this Conservation Easement by the recording hereof in the public records. GRANTOR: FRIENDS OF MOOREFIELDS, TRUSTEE OF THE EFFIE-DRAPER SAVAGE—NELLIE DRAPER DICK MEMORIAL FOUNDATION By: (SEAL) Michael Hammersley President ATTEST: By: Debbie Piscitelli Corporate Secretary [Affix Corporate Seal] STATE OF NORTH CAROLINA COUNTY OF I, the undersigned Notary Public of the aforesaid county,North Carolina, do hereby certify that Debbie Piscitelli personally appeared before me this day and acknowledged that he/she is the Corporate Secretary of Friends of Moorefields, a NC nonprofit corporation, Trustee of the Effie Draper-Savage—Nellie Draper Dick Memorial Foundation, and that by authority duly given and as the act of the corporation, acting as Trustee the foregoing instrument was signed in its name by its President, Michael Hammersly sealed with its corporate seal, and attested by himself/herself as its Corporate SecretarX. Witness my hand and notarial seal this the day of , 2021. Notary Public: Printed Name: My commission expires: STAMP/SEAL 15of17 23 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY PROPERTY OF DRAPER SAVAGE MEMORIAL FOUNDATION CHEEKS TOWNSHIP ORANGE COUNTY,NORTH CAROLINA 16 of 17 24 EXHIBIT B LEGAL DESCRIPTION OF NCLWF EASEMENT AREA 17of17 25 ASSIGNMENT OF CONSERVATION EASEMENT Draper Savage Memorial Foundation Property Prepared by: Orange County,North Carolina and the North Carolina Land and Water Fund After Recording Return to: Christian Himi, P.O. Box 8181, Hillsborough, NC 27278 NORTH CAROLINA ORANGE COUNTY Tax Parcel No. 9854716006, 9854815060, and 9853797619 NCLWF No. 2020-048 THIS ASSIGNMENT OF CONSERVATION EASEMENT is made and executed on this the day of 20_, by ORANGE COUNTY, NORTH CAROLINA ("Assignor" or "County") ,with an address of P.O. BOX 8181, HILLSBOROUGH,NC 27278 to the STATE OF NORTH CAROLINA ("Assignee" or "State"), with a mailing address of c/o State Property Office,Attn: NCLWF Real Property Agent, 1321 Mail Service Center,Raleigh,NC 27699-1321, acting by and through the NORTH CAROLINA LAND AND WATER FUND("Fund")a.k.a.the North Carolina Clean Water Management Trust Fund,a division of the North Carolina Department of Natural and Cultural Resources, with an address of Attn: Contract Administrator, 1651 Mail Service Center, Raleigh,North Carolina 27699-1651. RECITALS A. Assignor is a nonprofit corporation, operated primarily for conservation purposes, including protection of environmentally valuable and sensitive land for charitable, scientific, educational, and aesthetic purposes. B. Assignee is a sovereign entity and as such is authorized to accept, hold, and administer interests in land including conservation easements, is a"qualified organization"and an "eligible donee" within the meaning of Section 170(h) (3) of the Internal Revenue Code of 1986 and regulations promulgated there under, and is an eligible holder of conservation easements 1 26 within the meaning of North Carolina General Statutes ("N.C.G.S.") Chapter 121, Article 4, the "Conservation and Historic Preservation Agreements Act." C. The Fund is authorized by N.C.G.S. Chapter 143B, Article 2, Part 41 to acquire land and interests in land, including conservation easements: • for riparian buffers for the purposes of providing environmental protection for surface waters and urban drinking water supplies and establishing a network of riparian greenways for environmental, educational, and recreational uses; and • for the purpose of protecting and conserving surface waters and enhancing drinking water supplies, including the development of water supply reservoirs; and • to provide buffers around military bases to protect the military mission; and • that represent the ecological diversity of North Carolina, including natural features such as riverine, montane, coastal, and geological systems and other natural areas to ensure their preservation and conservation for recreational, scientific, educational, cultural, and aesthetic purposes; and • that contribute to the development of a balanced State program of historic properties. D. Assignor acquired a conservation easement by instrument recorded in Book Page , Orange County Register of Deeds, on (the "Conservation Easement") on certain lands owned by Draper Savage Memorial Foundation ("Easement Grantor"), located in Cheeks Township, Orange County, North Carolina, being hereinafter referred to as the "Easement Area" and being more particularly described in the Conservation Easement. E. Assignor has received a grant from the Fund identified in Grant Contract No.2020- 048 (the "Grant Contract"), in consideration of which it acquired the Conservation Easement. Easement Grantor and Assignor have agreed in the Conservation Easement that the Easement Area shall be conserved and managed in a manner that will fulfill the purposes of the Conservation Easement, and otherwise promote the public purposes authorized by N.C.G.S. Chapter 143B, Article 2, Part 41, and the parties hereto acknowledge that such restricted use is in accordance with, and furthers the purposes of, the Grant Contract. F. The Conservation Easement sets aside an area of land containing 23.5 acres, more or less,which is more fully described in the Conservation Easement,and is depicted on a map entitled "prepared by ,PLS,dated and recorded in Book of Maps ,Page County Registry. The Conservation Easement sets forth certain restrictions on the use of the Easement Area in order to fulfill the terms of the Grant Contract. G. The terms of the Grant Contract require Assignor to assign the Conservation Easement to the Assignee and retain unto itself the nonexclusive right and obligation to monitor the Easement Area and report on its condition to the Fund at least annually together with a right of access to and from the Easement Area, and Easement Grantor consented to this Assignment by executing the Conservation Easement. 2 27 NOW, THEREFORE, for and in consideration of monies paid or to be paid by the Fund to Assignor pursuant to the Grant Contract,and for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,Assignor does hereby assign,transfer, set over, and convey the Conservation Easement to the State, and the State,acting by and through the Fund, hereby accepts this Assignment of Conservation Easement by the recording hereof. PROVIDED HOWEVER, Assignor hereby reserves unto itself a nonexclusive right and obligation to monitor and observe the Easement Area, including a right of ingress, egress, and regress to and from the Easement Area over, upon, and across all access rights of way and easements appurtenant to the Conservation Easement, to exercise said monitoring rights and obligations, and further accepts unto itself the obligation to report annually to the Fund any potential violations of the Conservation Easement. PROVIDED FURTHER, that the associated stewardship monies awarded under the Grant Contract shall be administered pursuant to N.C.G.S. §14313-135.236 which establishes the North Carolina Conservation Easement Endowment Fund, or any successor law, and the internal policies and procedures of the Fund, which provide, inter alia that The Association of the Preservation of the Eno River Valley, Inc. (a.k.a. Eno River Association)'s obligation to monitor the Easement Area at any given time is contingent on availability of such stewardship funds. PROVIDED FURTHER, the parties hereto specifically acknowledge that the reservation by Eno River Association of this nonexclusive right and obligation to monitor and report on the Easement Area is assignable separate and apart from the Conservation Easement and the rights and responsibilities of the Grantee created thereunder,but such assignment may be made only with the written consent of the Fund and notice to the Easement Grantor, and if so assigned, such assignment shall have no effect on the rights and obligations of the State as the ultimate grantee of the Conservation Easement, or the rights and obligations of any subsequent grantee. PROVIDED FURTHER, that any such assignment of Eno River Association's annual obligation to monitor and report on the Easement Area shall be evidenced by a written instrument signed by the parties thereto, a notice of which shall be recorded in the Office of the Register of Deeds of Orange County, and which shall include a right of entry onto the Easement Area for the assignee of said monitoring obligation, and shall require the monitoring to be carried out in accordance with and subject to N.C.G.S. §14313-135.236 and any successor law, and the Fund's internal stewardship policies and procedures. [See next page for signatures and notary acknowledgement] 3 28 IN WITNESS WHEREOF, Assignor, by authority duly given has hereunto caused these presents to be executed in such form as to be binding, to be effective upon execution, and Assignee, acting by and through the Fund, agrees to and accepts this Assignment by the recording hereof in the public records of Orange County,North Carolina. ASSIGNOR: ORANGE COUNTY,NORTH CAROLINA By: [Corporate Seal] Name: Title: ATTEST: Name: Title: NORTH CAROLINA COUNTY I,the undersigned Notary Public, do hereby certify that personally came before me this date and acknowledged that he/she is the of the a nonprofit corporation, and that by authority duly given and as the act of the corporation, the foregoing document was signed in its name by its , sealed with its corporate seal and attested by him/herself as its Witness my hand and official stamp or seal, this the day of , 20_. Notary Public Print Name: My Commission Expires: STAMP/SEAL 4 29 Model Conservation Easement Revised This instrument prepared by and return to: John Roberts,Orange County Attorney., P.O.Box 8181,Hillsborough,NC 27278 NORTH CAROLINA COUNTY OF ORANGE WARRANTY DEED OF CONSERVATION EASEMENT for Draper Savage Memorial Foundation Tax Parcel No. 9854716006, 9854815060, and 9853797619 This Deed of Conservation Easement (hereinafter "Conservation Easement") is made the day of , 20_by and between FRIENDS OF MOOREFIELDS, a North Carolina non-profit corporation, TRUSTEE of the EFFIE DRAPER-SAVAGE -NELLIE DRAPER DICK MEMORIAL FOUNDATION, having an address at 2201 MOOREFIELDS ROAD, HILLSBOROUGH,NC 27278 (hereinafter "Grantor"), and Orange County,North Carolina, having an address of Post Office Box 8181, Hillsborough,NC 27278 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 Grantor and Grantees are collectively referred to as "The Parties". The designation Grantor and Grantees as used herein shall include said parties, their heirs, successors and assigns, and shall include singular, plural, masculine, feminine or neuter pronouns as required by context. RECITALS A. The Grantor is the sole owner in fee simple, of certain real property located in Cheeks Township, Orange County,North Carolina and identified on the plat of property titled "Property of ,"prepared by ,which plat is Page 1 of 22 30 Model Conservation Easement Revised recorded at Plat Book_, Page , Orange County Registry (hereafter referred to as "the recorded plat"), said property consisting of approximately 70.63 acres and hereinafter referred to as "the Property." The Grantor and Grantees have agreed to subject 47.13 acres of the Property to a conservation easement. The area is a portion of three parcels identified with Orange County PIN'S 9854716006, 9854815060, and 9853797619. The area is hereinafter referred to as "the Easement Area." The Property includes buildings and other improvements, which are shown on Exhibit A, attached hereto and incorporated herein. B. 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 is a qualified organization under I.R.C. section 170(h). C. Grantor and Grantee acknowledge that the North Carolina Land and Water Fund provided Grantee Orange County a grant related to its purchase of the easement(Project 2020- 049) and acknowledges that part of the Property is subject to a Conservation Easement in favor of the State of North Carolina, dated , 2020, and recorded in Deed Book , Page , Orange County Registry, the area of said easement being shown as 46 on the Plat recorded in Plat Book , Page , of the Orange County Registry (hereafter be referred to "NCLWF Easement"). D. The Property consists primarily of productive agricultural land and forest land. The majority of the soils on the Easement Area have been classified as "prime" or"statewide important" soils by the Natural Resources Conservation Service (NRCS). The Property contains a section of stream known as Rocky Run and its tributaries, which flow generally northeastward before entering into the Eno River and Lake Ben Johnson, a public drinking water supply reservoir serving the Town of Hillsborough. The entire Property is located within the designated "critical area" of the Upper Eno Protected Watershed. It is the primary purposes of this Conservation Easement to protect the agricultural soils and agricultural viability and productivity of the Property, and to protect water quality of the surface waters in the watershed of the Lake Ben Johnson Reservoir and the Eno River. The Property also includes outstanding riparian and woodland habitats for a variety of native flora and fauna of the North Carolina Piedmont important to the Grantor and Grantees, the people of Orange County and the people of North Carolina. Furthermore, to the extent practical, the Grantor wishes to maintain the Property for certain public outdoor recreation uses as more particularly described herein and protect the historical features on the Property, namely the Moorefields Home and Grounds (c. 1785) listed on the National Registry of Historic Places. It is the secondary purpose of this Conservation Easement to protect the natural, outdoor recreational and historical resources. Page 2 of 22 31 Model Conservation Easement Revised The grant of this Conservation Easement will further said wish, and will serve the following"Conservation Purposes," as such term is defined in Section 170 (h)(4)(A) of the Code: The Easement Area contains a natural area that qualifies in its present condition as a"...relatively natural habitat of fish, wildlife, or plants, or similar ecosystem," as that phrase is used in P.L. 96-541, 26 USC 170(h)(A)(ii), as amended, and in regulations promulgated thereunder. Specifically, the Easement Area contains a portion of the North Carolina Natural Heritage Program inventoried occurrence of the Seven Mile Creek Natural Area, and the riparian areas associated with an extent of Rocky Run and its tributaries. The Easement Area also consists of productive agricultural land and forest land. The majority of the soils on the Property have been classified as "prime" or"statewide important" soils by the Natural Resources Conservation Service (MRCS). Another primary purpose of this Easement is to protect the green space, silvicultural and agricultural soils, and agricultural and silvicultural viability and productivity. The Easement Area also includes land within a zone designated by Orange County as a "critical area" of a protected water supply watered for Lake Ben Johnson Reservoir. Another primary purpose of this Easement is to protect the undeveloped nature of the Grantor's Property and, in doing so,help protect the high quality of that drinking water supply serving the people of Orange County. The Easement Area also contributes to the open space and rural character of Cheeks Township and the Upper Eno Protected Watershed, so classified in the Orange County Zoning Ordinance. It is a further purpose of this Easement to help protect the rural character and open space of Cheeks Township. The Easement Area provides land areas for outdoor recreation by, or the education of, the general public, specifically the Moorefields Home and Grounds (c. 1785) listed on the National Registry of Historic Places, and a trail corridor for the NC Mountains-to-Sea Trail. The agricultural resources of the Property, and its contribution to the protection of prime farmland soils, a public water supply, natural and wildlife habitat, outdoor recreation, and the other conservation interests described herein to be preserved by this Conservation Easement are collectively referred to as the "Conservation Values" of the Property. The Grantor and Grantees agree that the current uses of the Easement Area are consistent with the conservation purposes of this Conservation Easement. The conservation purposes of this easement, notwithstanding anything to the contrary contained herein, are also recognized by, and this Conservation Easement will also serve, the following clearly delineated governmental conservation policies: Page 3 of 22 32 Model Conservation Easement Revised (1) the Orange County Board of Commissioners' goal (adopted June 21, 1999) to identify and coordinate the preservation of the County's most significant natural areas; and (2) 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;" (3) the protection of similar Orange County properties designed to protect conservation and open space values through conservation easements granted to the Grantee and others in the vicinity of the Grantors' Property; and (4) Article 17 of the North Carolina General Statutes NCGS I I3A-24, entitled Conservation, Farmland and Open Space Protection and Coordination, otherwise known as the "Million Acre Initiative,"which provides that 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 (5) the Land and Water Fund,North Carolina General Statute 113-145.1 et seq., which recognizes the importance of protecting riparian buffers in conserving clean surface water; and (6) the Soil and Water Conservation Districts Act, authorized by NCGS § 139-1, et seq., which provides for the preservation of farm, forest and grazing lands; and (7) the special present use value assessment of farm and forestland as set forth in NCGS § 105-277.2 et seq.,which allows for lower property tax rates for land enrolled in active agricultural uses. E. The characteristics of the Property, its current use and state of improvement, are described in the report entitled"Baseline Report for the Moorefields Property Conservation Easement," dated (hereafter"the Baseline Report")prepared by the Grantees, of which a summary is attached as Exhibit C to the Conservation Easement. The Grantees worked with the Grantor to ensure that the report is a complete and accurate description of the Easement Area as of the date of this Conservation Easement. It will be used by the Grantees to assure that any future changes in the use of the Easement Area will be consistent with the terms of this Conservation Easement. However, the Baseline Report is not intended to preclude the uses of other evidence to establish the present condition of the Easement Area if there is a question about its use. The Grantors and Grantee have copies of the Baseline Report. The original of Baseline Report will remain on file at the office of the Orange County Department of Environment, Agriculture, Parks and Recreation. Page 4 of 22 33 Model Conservation Easement Revised F. The Grantors and Grantee have the common purpose of conserving the above-described conservation values of the Property in perpetuity, and the State of North Carolina has authorized the creation of Conservation Easements pursuant to the terms of the North Carolina Conservation and Historic Preservation Agreements Act,N.C. Gen. Stat. § 121-34 et seq., and G.S. § 153A-176 and G.S. § 160A-266 - 279, which provide 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 uses," and the Grantors and Grantee wish to avail themselves of the provisions of those laws. NOW, THEREFORE, the Grantor, for and consideration of the facts recited above and of the mutual covenants, terms, conditions and restrictions contained herein hereby give, grant and convey unto the Grantees, their successors and assigns, forever and in perpetuity for the benefit of the people of North Carolina, a Conservation Easement over the Property of the nature and character as follows: 1. PURPOSE. The primary purposes of this Conservation Easement are to enable the Property to remain in agricultural use by preserving and protecting its agricultural soils and agricultural viability and productivity, and to protect the wetlands, riparian areas and surface waters associated with the streams tributary to the Lake Ben Johnston Reservoir and Eno River from the risk of adverse impacts arising from use or development of the Property contrary to the provisions of this Conservation Easement. Except as specifically permitted herein, no activity that would impair the actual or potential agricultural use of the Property shall be permitted. Likewise, any activity that would risk causing adverse impact to any stream tributary to the Lake Ben Johnston Reservoir or the Eno River is prohibited. To the extent that the preservation and protection of the other natural, historic, recreational, habitat, or scenic values referenced in this Conservation Easement are consistent with the primary purposes stated above, it is within the purpose of this Conservation Easement to also protect those values, and no activity that would significantly impair those values shall be permitted. As authorized in the Uniform Conservation and Historic Preservation Act,N.C. Gen. Stat. § 121-34 et seq., this Conservation Easement is perpetual; it restricts the Grantor's property in perpetuity; and it is enforceable by Grantees against the Grantor and the Grantor's representatives, heirs, successors and assigns, lessees, agents, and licensees. Grantor will not perform, nor knowingly allow others to perform, any act on or affecting the Property that is inconsistent with the purposes of this Conservation Easement. However, unless otherwise specified below, nothing in this Conservation Easement shall require the Grantor to take any action to restore the condition of the Property after any act of God or other event over which Grantor had no control. Grantor understands that nothing in this Conservation Easement relieves them of any obligation or restriction on the use of the Property imposed by law. Page 5 of 22 34 Model Conservation Easement Revised 2. PROPERTY USES. Any activity on, or use of, the Property inconsistent with the purposes of this Conservation Easement is prohibited. All property uses identified within this conservation easement are outside of the NCLWF Easement identified and marked on the recorded Plat for this Conservation Easement and on Exhibit B, the original of which will be included in the Baseline Documentation Report. The Property shall be maintained in its agricultural,natural, scenic and open condition and restricted from any development that would impair or interfere with the conservation values of the Property. Without limiting the generality of the foregoing, the following is a listing of activities and uses which are expressly prohibited or which are expressly allowed. Grantor and Grantees have determined that the allowed activities do not impair the conservation values of the Property. Additional retained rights of Grantor are set forth in Paragraph 3 below. 2.1 Subdivision and Conveyance. The Easement Area consists of three tax parcels which are described in Exhibit A. The Easement Area shall not be further divided, subdivided, or partitioned to establish additional parcels. Any future conveyance of the fee simple interest on the Easement Area shall be subject to this Conservation Easement. Furthermore, the Easement Area shall be kept under the same fee simple ownership. Grantor agrees for itself, its successors and assigns, that in the event it transfers the Easement Area, such transfer is subject to the Grantees' right of ingress, egress, and regress over and across the Easement Area for the purposes set forth herein. 2.2 Right to Privacy. Grantor retains the right to privacy and the right to exclude any member of the public from trespassing on the Property. This Easement is not intended to create any rights of the public in, on or to the Property except by way of the NC Mountains-to-Sea Trail corridor which the location is identified on the Plat for this Conservation Easement. 2.3 Construction. The Grantor's rights to construct or reconstruct buildings and other improvements are described in subparagraphs (a)through (e)below. Any construction or reconstruction that requires advanced permission; the Grantor shall notify Grantee 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 Orange County under its laws and ordinances for such construction activities. (a) Fences—Existing fences may be repaired and replaced, and new fences may be built on the Property to identify property boundaries, for purposes and customary management of livestock and wildlife, to protect or restore the historical character of the Property, or to delineate the North Carolina Mountains-to-Sea Trail corridor identified in Exhibit B without any further permission of Grantees. (b) Paving and Road Construction - Construction and maintenance of unpaved farm roads and roads associated with the Moorefields Home and Page 6 of 22 35 Model Conservation Easement Revised Grounds that may be reasonably necessary and incidental to carrying out the improvements and uses permitted on the Easement Area 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 Easement Area shall be paved or otherwise covered with concrete, asphalt, or any other impervious paving material, without the advance written permission of the Grantee. (c) Existing Structures &Improvements—Grantors shall have the right to maintain, remodel, and repair existing structures, water tanks, water wells, fences, utilities, roads, trails and other improvements, and in the event of their destruction, to reconstruct any such existing improvements with another of similar size, function, capacity, location and material so long as authorized by Orange County zoning regulations and consistent with permits required by and issued by Orange County under its laws and ordinances for such reconstruction. (d) Buildings and Other Improvements within the Farmstead Area - Buildings and other structures consistent with the uses permitted in this Easement may be constructed, maintained, and reconstructed within the Farmstead Area identified on the recorded Plat for this Conservation Easement and more particularly described in the Baseline Documentation Report, so long as such activities are consistent with Orange County zoning regulations and permits required by law and issued by Orange County under its laws and ordinances as they exist now as they may be amended from time to time, and are conducted under this Conservation Easement in a manner that is consistent with the conservation purposes of this Conservation Easement. (e) Utility Services and Septic Systems—Installation, maintenance, repair, replacement, removal and relocation of electric, water and septic or other public or private utilities, including telephone or other communication services over or under the Easement Area for the purpose of providing electrical, water, other utilities to serve improvements within the Farmstead Area and the right to grant easements over and under the Easement Area for such purposes, is permitted. Grantors shall not permit or grant easements for utility transmission or distribution facilities or systems without the written consent of the Grantees. All other utilities are prohibited on the Easement Area. Cellular communication towers or structures are also prohibited. Page 7 of 22 36 Model Conservation Easement Revised 2.4 Ajzricultural Use. Grantors retain the right to farm, or to permit others to farm the Property, consistent with the Conservation Values of the Property and in accordance with applicable local, state and federal laws and regulations. Subject to the terms of this Conservation Easement, farming, grazing, horticultural and animal husbandry operations are permitted only if conducted consistent with Best Management Practices promulgated by the State of North Carolina and in conformity with a Conservation Plan as required in Paragraph 9 of this Conservation Easement, which Conservation Plan is hereinafter referred to as "the Conservation Plan." Agricultural uses are prohibited within the NCLWF Easement identified and marked on the recorded Plat for this Conservation Easement and on Exhibit B, the original of which will be included in the Baseline Documentation Report. 2.5 Right to Use the Property for Customary Rural Enterprises. Grantor retains the right to use the 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 outdoors or 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 identified on the Plat for this Conservation Easement. Any permanent or temporary structure or otherwise addition to the impervious surface shall not cause the total impervious surface restriction of the Easement Area to exceed two percent. For the purposes of this easement, gravel and dirt roads shall not be included as impervious area. 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 Easement Area. 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 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 Page 8 of 22 37 Model Conservation Easement Revised 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 Property. An activity is an agritourism activity whether or not the participant paid to participate in the activity. 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 a 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 in a manner that negatively impacts the Conservation Values. 2.6 Timber Harvest. Pursuant to a forest management plan prepared by the North Carolina Forest Service or a North Carolina Registered Forester and approved by the Grantees, trees may be removed, cut and otherwise managed so long as the trees are outside of the NCLWF Easement marked on the plat of survey recorded in Plat Book , Page Orange County Registry, and referenced in Exhibit B. The trees within the NCLWF Easement are subject to the terms of the NCLWF Easement. 2.7 Recreational Use. Consistent with the purpose of and the limitations contained in this Conservation Easement, Grantor shall have the right to engage in and permit others, whether or not for consideration, to engage in recreational uses of the Property, including, but not limited to, hiking, camping, picnicking, hor-sebaek t4di,,, r trieter-ized bieyeling, and other recreational uses that require no buildings, facilities, surface alteration or other development of the land so long as authorized by Orange County zoning regulations and consistent with permits required by and issued by Orange County under its laws and ordinances. Pursuit of wildlife by any form of motorized transportation is not allowed. Grantors may also construct and maintain fences, horse trails, foot trails, and or non-motorized vehicle trails incidental to such purposes and may lease or license any portion of the Property for such recreational purposes. Grantor reserves the right to promulgate and enforce reasonable rules and regulations for all activities incident to recreational use of the Property, including but not limited to the right to prohibit any recreational use that would permit destruction of other significant conservation value of the Property. 2.8 New Trails. Grantor reserves the right to construct and maintain new natural surface trails for the purpose of hiking. Grantees reserve the right to construct and maintain the NC Mountains-to-Sea Trail located within the identified trail corridor shown on Plat Book , Page . The trail is subject to the restrictions and allowances indicated in the "Deed of Trail Easement", Deed Book , Page of the Orange County Registry. It is hereby noted that the NC Mountains-to-Sea Trail corridor is located within the NCLWF Easement is expressly allowed according to Article II. E. of that easement. All trails must be located a minimum distance of fifty (50) feet from the top of the bank of all surface water,unless Page 9 of 22 38 Model Conservation Easement Revised such locations are physically impracticable, and must be located so as not to impair the Conservation Values. All trail construction within the NCLWF Easement involving soil disturbance must follow best practices for sustainable trail design and construction and must have prior written approval by Fund. When required by the terrain, trails may include boardwalks, ramps, and handrails to the extent necessary. Trails may include stream crossings up to 6 feet wide, provided they are permitted by all applicable regulatory authorities. All necessary care shall be taken to construct and maintain trails in a manner so as not to impair any Conservation Values either during or after construction. Orange County shall have the authority to require the closure of any trail that is detrimental to any Conservation Values. 2.9 Trail and Recreational Accessories. Grantor and Grantees, with Grantor's written permission, may construct and maintain park benches, litter receptacles, and directional, educational, and informational signs along existing trails and approved new trails. All necessary care shall be taken to construct and maintain trail and recreational accessories in a manner so as not to impair any Conservation Values either during or after construction. Grantees shall have the authority to require the removal of any trail or recreational accessory that is detrimental to any Conservation Values. 2.10 Educational Use. Grantor reserves the right to engage in and permit others to engage in educational uses in the Easement Area not inconsistent with this Conservation Easement, and the right of access to the Easement Area for such purposes including organized educational activities such as site visits and observations. 2.11 Excavation. There shall be no filling, excavation, dredging, mining or drilling; no removal of topsoil, sand, gravel, rock, peat, minerals or other materials; and no change in the topography of the land in any manner except as necessary to allow a)the construction of the improvements allowed above,b) the maintenance of roads, hiking, horseback and non-motorized vehicle trails permitted hereunder, and c) the combating erosion or flooding. 2.12 Destruction of Plants. Grantors shall have the right to cut and remove a) diseased trees, shrubs, or other plants; b) non-native or invasive trees, shrubs, or other plants; and c)to cut firebreaks. Grantors shall also have the right to cut and remove trees, shrubs, or other plants to accommodate the activities expressly allowed under this Conservation Easement. There shall be no additional removal, harvesting, destruction or cutting of native trees, shrubs or other plants. Except for within the Farmstead Area(s), use around improvements, in gardens, or in the agricultural areas there shall be no planting of non-native trees, shrubs, or other plants in the Property. Furthermore, except to accommodate the activities expressly permitted in this easement, there shall be no use of fertilizers, plowing, introduction of non-native animals, or disturbance or change in the natural habitat in any manner. 2.13 Water Rights, uality and Drainage Patterns. There shall be no pollution of surface water, natural water courses, lakes,ponds, marshes, subsurface water or any other water bodies, nor shall activities be conducted on the Property that would be detrimental to water Page 10 of 22 39 Model Conservation Easement Revised purity or, except as specified herein, that could alter the natural water level or flow in or over the Property. Grantor shall retain the right, consistent with federal, State and local laws and regulations, to use any appurtenant water rights sufficient to maintain the agricultural productivity of the Property and the gardens surrounding the historic structures. Grantor shall not transfer, encumber, lease, sell or otherwise separate such water rights from title to the Property itself. There shall be no other alteration, depletion of surface water, natural water courses, lakes,ponds, marshes, subsurface water or any other water bodies on the Property. Diking, draining, filling or removal of wetlands is prohibited. 2.14 Natural Resource Restoration and Enhancement Activities. 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 Easement Area, such as the restoration of the riparian forest corridors, so long as such activities are consistent with the Conservation Values of this Conservation Easement and consistent with a management plan prepared for this property and approved in advance by the Grantee. 2.15 Signage. No signs or billboards or other advertising displays are allowed on the Property except as follows: signs authorized by Orange County zoning regulations whose placement, number and design do not significantly diminish the scenic character of the Property may be displayed to identify trails and the conservation values of the Property, to identify the name and address of the Property and the names of persons living on the Property, to give directions, to advertise or regulate permitted uses on the Property and proscribe rules and regulations for recreational use of the protected Property, to advertise the Property for sale or rent, and to post the Property against trespassers. 2.16 No Biocides. There shall be no use of pesticides or biocides, including but not limited to insecticides, fungicides, rodenticides, and herbicides, except as approved by Grantee to control invasive species detrimental to the conservation values of the Property, and except as needed around improvements on the Property and in agricultural fields. 2.17 No Dumping. There shall be no storage or dumping of trash, garbage, abandoned vehicles, appliances, or machinery, or other unsightly or offensive material, hazardous substance, or toxic waste on the Property (except the short-term storage of household garbage and waste). There shall be no changing of the topography through the placing of soil or other substance or material such as land fill or dredging spoils, nor shall activities be conducted on the Property or on adjacent property owned by Grantor, that could cause erosion or siltation on the Property. 2.18 Predator Control. Grantors shall have the right to control, destroy, or trap predatory and problem animals that pose a material threat to livestock and/or humans by means and methods approved by the Grantees. The method employed shall be selective and specific to individuals, rather than broadcast, nonselective techniques. Page 11 of 22 40 Model Conservation Easement Revised 2.19 Industrial Development. Any industrial uses of or activity on the Property are prohibited. 2.20 Extinguishment of Development Rights. Except as otherwise reserved to the Grantors in this Conservation Easement, the parties agree that all development rights appurtenant to the Property are hereby released, terminated and extinguished, and may not be used on or transferred to any portion of the Grantors' 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 Grantor's Property or any other property. 3. ADDITIONAL RIGHTS RETAINED BY GRANTOR. Grantor retain the following additional rights: (a) Existing Uses. The right to undertake or continue any activity or use of the Property is not prohibited by this Conservation Easement. Prior to making any change in use of the Property, Grantors shall notify Grantees in writing to allow Grantees a reasonable opportunity to determine whether such change would violate the terms of this Conservation Easement. (b) Transfer. The right to sell, give, mortgage, lease, or otherwise convey the Property subject to the terms of this Conservation Easement. 4. GRANTEES' RIGHTS. To accomplish the purpose of this Conservation Easement, the following rights are granted to Grantees by this Conservation Easement: (a) Right to Protect. The right to preserve and protect the conservation values of the Property and enforce the terms of this Conservation Easement. (b) Right of Entry. Grantees, their employees, representatives, and agents and their successors and assigns, have the right, after prior written notice to Grantor, to enter the protected Property at reasonable times for the purposes of: (a) inspecting the protected Property to determine whether the Grantor, its representatives, assigns, heirs and successors are complying with the covenants and purposes of this Conservation Easement; and(b) monitoring and research as described below. (c) Monitoring and Research. The right, but not the obligation, to monitor the native plant and wildlife populations,plant communities and natural habitats on the Property. Grantees agree that all monitoring activity, inventory and assessment work or other natural resource research conducted by Grantees or at Grantees' direction or with Grantees' permission shall be reported to Grantor. Grantor agrees that all monitoring activity, inventory and assessment work or other natural Page 12 of 22 41 Model Conservation Easement Revised resource research conducted by the Grantor or at Grantor's direction or with Grantor's permission shall be reported to the Grantees. (d) Management of Exotics and Invasive Species. The right,but not the obligation, to control, manage or destroy exotic non-native species or invasive species of plants and animals that threaten the conservation values of the Property. The Parties will consult with each other prior to implementing control activities. 5. 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 the Grantor, or in any way to affect any existing obligation of the Grantor as owner of the Property. Among other things, this shall apply to: (a) Taxes - The Grantor shall be solely responsible for payment of all taxes and assessments levied against the Property. (b) Upkeep and Maintenance - The Grantees shall have no obligation for the upkeep or maintenance of the Property. The granting of this Conservation Easement shall not in and of itself be construed to create or impose upon the Grantor any obligation for the upkeep or maintenance of the Property except to the extent elsewhere required by this Conservation Easement. 6. ACCESS. This Easement is not intended to create any rights of the public in, on or to the Property except by way of the NC Mountains-to-Sea Trail corridor which the location is identified as "Trail Area" on the Plat for this Conservation Easement. Additionally, the public has the right to view the Property from adjacent publicly accessible areas such as public roads and waterways. 7. ENFORCEMENT. The Grantees shall have the right to prevent and correct violations of the terms of this Conservation Easement. (a) With reasonable advance notice provided to the Grantor or with the Grantor's prior verbal consent, the Grantees shall have the right to enter the Grantor's Property for the purpose of inspecting for compliance with the terms of this Conservation Easement. The Grantees shall have the right to prevent violations and remedy violations of the terms of this Conservation Easement through judicial action, which shall include, without limitation, the right to bring proceedings in law or in equity against any party or parties attempting to violate the terms of this Conservation Easement. Except when an ongoing or imminent violation could irreversibly diminish or impair the conservation values of the Property, the Grantees shall give the Grantor written notice of the violation and thirty (30) days to cure the violation, before commencing any legal proceedings. The Grantees may obtain an injunction to stop a violation or a threatened violation, temporarily or permanently. The parties agree that a court may issue an injunction or order requiring the Grantor to restore the Grantor's Property to its condition prior Page 13 of 22 42 Model Conservation Easement Revised to the violation, as restoration of the property may be the only appropriate remedy. In any case where a court finds that a violation has occurred, the Grantor shall reimburse the Grantees for all its expenses incurred in stopping and correcting the violation, including but not limited to reasonable attorneys' fees. In any case where a court finds no such violation has occurred, each party shall bear its own costs. In any case where the court finds that there was a complete absence of a justiciable issue of either law or fact raised by the losing party, the court may award a reasonable attorney's fee to the prevailing party as provided by law. 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 for that violation or any subsequent violations. (b) Grantees shall not bring any action against Grantor for any injury or change to the Property caused by third parties, or resulting from causes beyond the Grantor's control, including, without limitation, fire, flood, storm and naturally caused earth movement, or from any prudent action taken in good faith by the Grantor under emergency conditions to prevent, abate, or mitigate significant injury to life, damage to the Property or harm to the Property resulting from such action. 8. TRANSFER OF EASEMENT. Grantees have the right to transfer, assign, convey, or otherwise to co-hold the Conservation Easement created by this Deed to any public agency or private nonprofit organization that, at the time of transfer, is a qualified organization under Section 170(h) of the U.S. Internal Revenue Code, as amended and under NCGS 121-34 et seq.,provided the agency or organization expressly agrees to assume the responsibility imposed on Grantees by this Deed. If Grantees ever ceases to exist or no longer qualify under Section 170(h) of the U.S. 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 this Conservation Easement. 9. TRANSFER OF THE PROPERTY. Grantor shall notify Grantees, in writing, at least thirty (30) days prior to any conveyance by Grantor of the Property or any interest in the Property, and the document of conveyance shall expressly refer to this Conservation Easement and,by its terms, the conveyance shall be made subject to and subordinate to this Conservation Easement. 10. AMENDMENT OF EASEMENT. This easement may be amended only with the written consent of Grantor and Grantees. Any such amendment shall be consistent with the purposes of this Conservation Easement 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 the Uniform Conservation and Historic Preservation Agreements Act,N.C. Gen. Stat. § 121-34 et seq., or any regulations promulgated pursuant to that law. The Grantor and Grantees have no right or power to agree to any amendment that would affect the enforceability of this Conservation Easement. Page 14 of 22 43 Model Conservation Easement Revised 11. TERMINATION OF EASEMENT. If it is determined by a court with jurisdiction that conditions on or surrounding the Property have changed so much that it is impossible to fulfill the conservation purposes set forth above, a court with jurisdiction may, at the joint request of both the Grantor and Grantees, 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 by a court with jurisdiction. At the time of the conveyance of the Conservation Easement to the Grantees, this Conservation Easement gives rise to a real Property right, immediately vested in the Grantees. If the easement is terminated and the Property is sold or taken for public use, then, as required by Sec. 1.170A-14(g)(6) of the IRS regulations, the Grantees shall be entitled to a percentage of the gross sale proceeds or condemnation award(minus any amount attributed to new improvements made after the date of the conveyance, which amount shall be reserved to the Grantor), equal to the ratio of the appraised value of this easement to the unrestricted fair market value of the Property, as these values are determined on the date of this Conservation Easement. The Grantees shall use the proceeds consistently with the conservation purposes of this Conservation Easement. 12. PROCEDURE IN THE EVENT OF CONDEMNATION OR EMINENT DOMAIN. Grantor and Grantees recognize that the partial sale of this Conservation Easement gives rise to a property right, immediately vested in the Grantees, with a fair market value equal to the proportionate value that the Conservation Easement bears to the value of the Grantor's Property prior to the restrictions imposed by the Conservation Easement. Accordingly, if any condemnation or eminent domain action shall be taken, on all or part of the Grantor's Property, by any authorized 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 Conservation Easement. If condemnation or a taking by eminent domain of a part of the Grantor's Property or the entire Property by a public authority renders it impossible to fulfill any of the conservation purposes of this Conservation Easement on all or part of the Property, this Conservation Easement may be terminated or modified accordingly through condemnation proceedings. Grantor and Grantees agree that this Conservation Easement is a currently vested real property right with a value equal to the proportionate value of the Conservation Easement to the unencumbered value of the fee, as of the date of this Conservation Easement. If the Conservation Easement is terminated or modified and any or all of the Grantor's Property is sold or taken for public use, then, as required by Section 1.170A-14(g)(6) of the IRS regulations, the Grantees shall be entitled to the proportionate value of the Conservation Easement, which has been predetermined at sixty percent(60%) of the Property's unrestricted value, subject to any applicable law that expressly requires for a different disposition of the proceeds. Page 15 of 22 44 Model Conservation Easement Revised If, however, after the condemnation or eminent domain proceedings, a court of jurisdiction does not include in the just compensation awarded as a result of the taking, the amount of the Conservation Easement value, then the Grantor shall not be responsible to share any proceeds awarded. All condemnation related expenses, including reasonable attorney fees, incurred by the Grantor and the Grantee shall be paid out of any recovered proceeds prior to distribution of the net proceeds as described herein. 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 as to give maximum effect to its conservation purposes. 14. INDEMNIFICATION AND INSURANCE. Grantor agrees to indemnify and hold Grantees 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, unless due to the negligence of Grantees or their agents, in which case liability shall be as provided by law. In addition, Grantor agrees to maintain liability insurance covering the Property with the limits as follows: (i) $300,000 per person for personal injury or death,up to $300,000 per occurrence; and (ii) $300,000 per occurrence for property damage. These policy limits may be amended from time to time by written agreement of the parties to which the parties agree to be bound. Additionally, Grantor warrants that Grantees are and will remain a named insured on Grantor's Property insurance policies covering the Property. Grantor shall provide Grantees with a certificate of insurance coverage on the effective date of this Conservation Easement and within 10 days of each insurance renewal date. 15. TITLE. The Grantor warrants that they hold fee simple title to the Property, free from all encumbrances, except for those exceptions deemed by the Grantees as acceptable and set further in Exhibit D to this Conservation Easement, and hereby promise to defend the same against all claims that may be made against it. 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 Grantors and Grantee, respectively, at the following addresses, unless a party has been notified by the other of a change of address. To Grantors: To the Grantees: Friends of Moorefields, Trustee Orange County Department of Environment, 2201 Moorefields Rd Agriculture, Parks and Recreation Hillsborough,NC 27278 Orange County,North Carolina P.O. Box 8181 Page 16 of 22 45 Model Conservation Easement Revised Hillsborough,NC 27278 AND Eno River Association 4404 Guess Rd. Durham,NC 27712 17. ENVIRONMENTAL CONDITION. The Grantor covenants and represents that it knows of no release or threatened release of any Hazardous Materials on, at, beneath or from the Property, or arising from or connected with a violation of any Environmental Laws. The Grantor hereby promises to hold harmless and indemnify the Grantee against all litigation, claims, demands,penalties and damages, including reasonable attorneys' fees, arising from or connected with the release or threatened release by Grantor, its agents, assigns, and guests, of any Hazardous Materials on, at,beneath or from the Property, or arising from or connected with a violation of any Environmental Law. "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, infectious materials and any other element, compound, mixture, solution or substance which may pose a present or potential hazard to human health or the environment. 18. SEVERABILITY. If any provision of this Conservation Easement is found to be invalid, the remaining provisions shall not be altered thereby. 19. PARTIES. Every provision of this Conservation Easement that applies to the Grantor or Grantees shall also apply to their respective heirs, executors, administrators, assigns, and all other successors as their interest may appear. This Conservation Easement shall not be construed to benefit or to create any rights in any third parties, including but not limited to the general public except as expressly provided herein. Page 17 of 22 46 Model Conservation Easement Revised 20. RE-RECORDING. In order to ensure the perpetual enforceability of the Conservation Easement, the Grantees are authorized to re-record this instrument or any other appropriate notice or instrument. 21. MERGER. The parties agree that the terms of this Conservation Easement shall survive any merger of the fee and easement interest in the Property. 22. SUBSEQUENT LIENS ON THE PROPERTY. No provisions of this Conservation Easement should be construed as impairing the ability of Grantor to use the Property as collateral for subsequent borrowing, provided that any mortgage or lien arising from such a borrowing is made subordinate to this Conservation Easement. 24. ENTIRE AGREEMENT. This instrument sets forth the entire agreement of the parties with respect to the Conservation Easement and supersedes all prior discussions, negotiations,understandings or agreements relating to the Conservation Easement. If any provision is found to be invalid, the remainder of the provisions of this Conservation Easement, and the application of such provision to persons or circumstances other than those as to which it is found to be invalid, shall not be affected thereby. 25. ACCEPTANCE AND EFFECTIVE DATE. As attested by the Clerk of the Grantee and the signature of its authorized representative affixed hereto, the Grantee hereby accepts without reservation the rights and responsibilities conveyed by this Conservation Easement. This Conservation Easement is to be effective the date recorded in the Orange County Registry of Deeds. 26. ATTORNEY'S FEES. In connection with any litigation arising out of this Contract, the prevailing party shall be entitled to recover from the other party all costs incurred by it, including reasonable attorneys' fees, which shall include fees on appeal. TO HAVE AND TO HOLD, this Grant of Conservation Easement unto the said Grantees forever. The remainder of this page is intentionally left blank. Signature page follows.] Page 18 of 22 47 Model Conservation Easement Revised IN WITNESS WHEREOF, the Grantor and Grantees, intending to legally bind themselves, have set their hands on the date first written above. GRANTOR: FRIENDS OF MOOREFIELDS, a North Carolina non-profit corporation, TRUSTEE of the EFFIE DRAPER-SAVAGE -NELLIE DRAPER DICK MEMORIAL FOUNDATION, By: Mike Hammersley, President Friends of Moorefields Accepted: GRANTEES: ORANGE COUNTY,NORTH CAROLINA By: Renee Price, Chair Orange County Board of Commissioners ATTEST: Laura Jensen, Clerk to the Board of Commissioners ASSOCIATION FOR THE PRESERVATION OF THE ENO RIVER VALLEY, INC. By: Don Moffitt, President ATTEST: Christy Gudaitis, Secretary Page 19 of 22 48 Model Conservation Easement Revised Acknowledgments NORTH CAROLINA COUNTY OF ORANGE I, , a Notary Public of Orange County,North Carolina do hereby certify that and wife personally appeared before me and acknowledged the due execution of the foregoing instrument. Witness my hand and notarial seal this the day of , 20_. Notary Public My commission expires: NORTH CAROLINA COUNTY OF ORANGE I, , a Notary Public of the County and State aforesaid, certify that Laura Jensen personally came before me this day and acknowledged that she is Clerk to the Board of Commissioners for Orange County,North Carolina and that by authority duly given and as the act of said County, 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 notarial seal this the day of , 20_. Notary Public My commission expires: Page 20 of 22 49 Model Conservation Easement Revised Acknowledgments NORTH CAROLINA COUNTY OF I, a Notary Public of the County and State aforesaid, certify that Christy Gudaitis personally came before me this day and acknowledged that she is Secretary of the Board of Directors for the Association for the Preservation of the Eno River Valley, Inc., a corporation existing under the laws of the State of North Carolina, party to this Agreement, and acknowledge this Indenture to be her act and deed and the act and deed of said corporation; the foregoing instrument was signed in its name by the President of said Board of Directors and attested by her as Secretary to said Board of Directors. Witness my hand and official stamp or seal this the day of , 2021. Notary Public My commission expires: Page 21 of 22 50 Model Conservation Easement Revised EXHIBIT A. LEGAL DESCRIPTION EXHIBIT B. GIS MAP AND SKETCH OF PROPERTY EXHIBIT C. SUMMARY OF THE BASELINE DOCUMENTATION REPORT EXHIBIT D. PERMITTED EXCEPTIONS Page 22 of 22 51 This instrument prepared by and return to: John L.Roberts,Office of the Orange County Attorney PO Box 8181,Hillsborough,NC 27278 Christian Himi,Land Conservation Manager 306A Revere Road,Hillsborough,NC 27278 STATE OF NORTH CAROLINA COUNTY OF ORANGE PIN's 9853797619 9854716006 9854815060 DEED OF TRAIL EASEMENT This Deed of Trail Easement("Easement") is granted on this_day of , 2022, by FRIENDS OF MOOREFIELDS, a NC Non-profit Corporation, TRUSTEE OF THE EFFIE DRAPER SAVAGE—NELLIE DRAPER DICK MEMORIAL FOUNDATION, having an address of 2201 MOOREFIELDS ROAD, HILLSBOROUGH,NC 27278 (referred to as "Grantor"), to ORANGE COUNTY,NORTH CAROLINA, having an address of Post Office Box 8181, Hillsborough,NC 27278, (referred to herein as "Grantee"). The Grantor and Grantee are collectively referred to as "The Parties". The designation Grantor and Grantee 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 A. Grantor is the sole owner in fee simple of certain real property situated, lying, and being in Orange County,North Carolina,being more particularly described in that deed recorded in Deed Book 416, Page 534, Orange County Registry,North Carolina(hereinafter, the "Property"). B. Grantee is an entity qualified to accept, hold and manage land and easements under the North Carolina Conservation and Historic Preservation Agreements Act, Chapter 121, Article 4 - 1 - 52 of the North Carolina General Statutes (the "Act"), which authorizes and permits the creation and enforcement of conservation easements for the purpose of, inter alia, retaining land areas predominantly in their historic, agricultural, natural, scenic, open or wooded condition. C. Pursuant to the Act, Grantor desires to grant a trail easement over a certain portion of the Property, consisting of X acres, more or less, is the subject of this Easement and is marked on the plat of survey recorded in Plat Book , Page , Orange County Registry, and described in Exhibit A attached hereto and incorporated herein by this reference (hereinafter referred to as the "Trail Area") within which a Trail may be constructed, thereby restricting and limiting the use of the Trail Area to the terms, conditions and purposes hereinafter set forth, and Grantee is willing to accept such easement. D. Grantor and Grantee understand that the Trail Area overlaps with an existing conservation easement described in the "Conservation Easement, Friends of Moorefields Property"recorded in Book , Page , Orange County Registry and marked on plat of survey recorded in Plat Book , Page , Orange County Registry. The Trail Area is restricted and limited in use in accordance with the terms and conditions of this easement as well as the conservation easement recorded in Book , Pageincluding an Assignment recorded in Book , Page , in the Orange County Registry. E. By restricting and limiting the use of the Trail Area in accordance with the terms and conditions of this Easement, the Parties intend to preserve the natural features and resources of the Trail Area; protect the habitat of native plants and animals; sustain scenic values; maintain water quality and utilize the Trail Area for public educational, scientific and low-impact recreational pursuits (said purposes being hereinafter referred to as the "Conservation Values"). F. The Parties acknowledge and agree that (i) the recording of this Easement shall be conclusive evidence of its acceptance of same by Grantee; (ii) Grantee will be the "holder" (as that term is defined in the Act) of this Easement and (iii) Grantee is a "qualified organization" and "eligible donee" within the meaning of Section 170(h)(3) of the Internal Revenue Code (the "Code") and regulations promulgated thereunder. G. Grantee intends to include the Trail within the Trail Area ("Trail") as part of the North Carolina Mountains-to-Sea Trail and Grantor and Grantee agree that such inclusion grants the Grantee, and its agents or representatives, the right to establish a trail for use by the general public within the Trail Area. 0. The undersigned Grantee acknowledges that Grantor has donated the easement contained herein over the Trail Area in accordance with the provisions of Article V of this Easement.iY'Ll] I. The Parties acknowledge and agree that as a component of the North Carolina Mountains-to-Sea Trail, the Trail Area, in accordance with Chapter 143B, of the North Carolina General Statutes, shall be subject to a general management plan devised by the North Carolina Department of Natural and Cultural Resources ("NCDNCR"). -2- 53 NOW, THEREFORE, for the reasons given and other good and valuable consideration and in consideration of their mutual covenants, terms, conditions and restrictions contained herein, Grantor hereby voluntarily grants and conveys to Grantee, its successors or assigns, and Grantee, its successors or assigns, hereby voluntarily accepts, forever and in perpetuity an Easement on the Property, which Easement is an immediately vested interest in real property of the nature and character described herein, and a right-of-way over, under, and across the Trail Area. Grantor promises that they will not perform, nor knowingly allow others to perform, any act on or affecting the Trail Area that is inconsistent with the covenants contained herein. Grantor authorizes Grantee to enforce these covenants in the manner described below. ARTICLE I. GENERAL 1.1. Statement of Purpose. The purposes of this Easement are to prevent any use of the Trail Area that will significantly impair or interfere with the Conservation Values and to allow for the inclusion of the Trail Area in the North Carolina Mountain-to-Sea Trail so that the Trail Area may be used for educational, scientific and low-impact recreational activities by the general public pursuant to a general management plan that is consistent with the Conservation Values. Grantor intends that this Easement will restrict the use of the Trail Area to such activities as are consistent with these purposes. Grantee agrees that this Easement shall be held exclusively for the purposes set forth herein and as specified in Section 170(h)(4)(A) (or any successor section) of the Code and shall be construed to promote the purposes of the Act. 1.2. Perpetual Duration. This Easement over the Trail Area as further described in Exhibit A, shall be perpetual. It is an easement in gross, runs with the land, and is enforceable by Grantee against Grantor as provided herein, and against Grantor's representatives, successors, assigns, leases, agents and licensees. 1.3. Compliance with other Re_ul�atory Requirements. The Grantor is responsible for complying with any and all additional permits or regulation to use or develop the Trail Area under the terms of this Easement, including Orange County, State of North Carolina or Federal requirements, regardless of any reserved rights or permissions contained in this Easement document. ARTICLE IL RESERVED RIGHTS OF GRANTOR Subject to the terms, conditions and restrictions contained herein, Grantor reserves for itself and its successors and assigns the following rights: 2.1. Quiet Enjoyment. All rights accruing from Grantor's fee ownership of the Trail Area, including the right to engage in or permit or invite others to engage in all uses of the Trail Area that are consistent with the Conservation Values, including any reasonable use of the Property that will not interfere with the trail and is not otherwise prohibited by the terms of this Easement. 2.2. Educational and Recreational Uses. Utilization of the Trail Area for scientific, educational, and low-impact recreational activities to the same extent the Trail Area is utilized by Grantee for such purposes; specifically, Grantor retains the right to engage in and permit others -3- 54 to engage in such activities that may include, without limitation, walking, hiking, plant and animal observation and study. 2.4. Vegetation Management. Grantor reserves the right to manage vegetation for boundary marking, fencing, signage, fire containment, disease control, invasive exotic plant control, and removal of conditions that threaten life or property. Methods of vegetation management may include, but are not limited to, selective cutting, prescribed burning, application of herbicides or pesticides. Grantor does not assume any responsibility or liability to the general public for failing to do so. 2.5 Trail [MH2]and Recreational Accessories. Grantor, with Grantee's written permission and subject to prior approval by Fund, may construct and maintain directional, boundary, and informational signs along existing trails and approved new trails and fences along Trail Area boundaries. 2.6. Transfer. Grantor retains the right to sell, give, mortgage, lease, or otherwise convey the Trail Area subject to the terms of this Easement. 2.7 Trail kelocatioiMx3]. Grantor may relocate the Trail subject to the following conditions. (a) Grantor may,upon consultation with and consent of the Grantee and subject to prior approval by Fund, relocate the Trail within the Trail Area. End points of the Trail must remain in the same location as when originally constructed by Grantee. Grantor shall be responsible for all costs and expense associated with relocating the Trail. Such relocation shall include relocation of Trail signs and facilities, and associated costs. Should the Trail be relocated it must be constructed to the same standards and specifications as were applied in the original Trail construction. Consent of the Grantee shall not be unreasonably withheld. (b) Any relocation of the Trail exercised pursuant to this option shall not hinder or impede access to or use of the Trail through the Trail Area. The constructed Trail shall remain open to use until such time as the relocated Trail is complete and ready for use. ARTICLE III. RESERVED RIGHTS OF GRANTEE Grantor is not responsible for costs associated with construction and maintenance of the Trail or improvements or accessory facilities of the Trail except for improvements resulting from Grantor exercising a reserved right such as the right to relocate the Trail. Grantee reserves for itself and its successors and assigns the following rights: 3.1. Improvements. Grantee or assigned, in accordance to the "Conservation Easement, Friends of Moorefields Property"recorded at Book , Page , Orange County Registry, reserves the right to construct and maintain new natural surface trails for the purpose of hiking. Grantee or assigned further reserves the right to pave trails for non-motorized recreational purposes. All trails must me within the Trail Area and no more than four(4) feet in width. All trails must be located a minimum distance of fifty(50) feet from the top of the bank of all -4- 55 surface water, unless such locations are physically impracticable, and must be located so as not to impair the Conservation Values of the conservation easement recorded at Book , Page ' Orange County Registry. All trail construction involving soil disturbance must follow best practices for sustainable trail design and construction and must have prior written approval by Fund. When required by the terrain, trails may include boardwalks, ramps, and handrails to the extent necessary. Trails may include stream crossings up to 6 feet wide,provided they are permitted by all applicable regulatory authorities. All necessary care shall be taken to construct and maintain trails in a manner so as not to impair any Conservation Values either during or after construction. Fund shall have the authority to require the closure of any trail that is detrimental to any Conservation Values. All realignments of trails are subject to the requirements of this Paragraph. 3.2. Trail and Recreational Accessories. Grantee, with Grantor's written permission and in accordance of the "Conservation Easement, Friends of Moorefields Property"recorded at Book Page , Orange County Registry, reserves the right to add and maintain the following to the Trail Area: (a) A reasonable number of benches and litter receptacles. (b) Signs to mark the Trail and provide information regarding applicable time, place, and manner restrictions. (c) Signs for interpretive and educational purposes and to indicate the interest of Grantee in the Trail Area. (d) Boardwalks, ramps, handrails, gates, fences, and barriers to control access. (e) One (1) observational platform along existing and approved new trails or on the banks of surface water if allowed and approved by all applicable regulatory authorities. 3.3. Vegetation Management. Grantee or assigned reserves the right to manage vegetation for boundary marking, fencing, signage, fire containment, disease control, invasive exotic plant control, and removal of conditions that threaten life or property. Methods of vegetation management may include, but are not limited to, selective cutting, prescribed burning, application of herbicides or pesticides. ARTICLE IV. PROHIBITED AND RESTRICTED ACTIVITIES Any activity on, or use of, the Trail Area inconsistent with the purposes of this Easement is prohibited. Other than as provided herein, the Trail Area shall be maintained in its natural, scenic, wooded and open condition and restricted from any use that would impair or interfere with the Conservation Values or the purposes of this Easement. Except for those rights specifically reserved to Grantor in Article II and without limiting the generality of the foregoing, the following activities and uses are expressly prohibited or restricted as indicated: 4.1. Trail Area Use. Access to the Trail Area by the general public is subject to the following limitations: -5- 56 (a) The Trail may be used only for walking, nature study, and the like. (b) Use is limited to the hours between dawn and dusk. (c) Smoking or lighting of fires is prohibited. (d) Consumption of alcoholic beverages is prohibited. (e) Trapping or hunting is prohibited. 4.2. Mechanized Vehicles. There shall be no use of motorized vehicles on the Trail Area except as necessary for the construction, maintenance, operation and management of the North Carolina Mountains-to-Sea Trail and associated trail and recreational accessories as described herein. 4.3. Industrial or Commercial Use: Industrial and commercial activities are prohibited in the Trail Area. 4.4. Residential Use, Structures, and Signs. There shall be no residential use of the Trail Area. There shall be no constructing or placing of any building, mobile home, billboard or other advertising display, antenna, utility pole, tower, conduit line, or any other temporary or permanent structure or facility on or above the Trail Area except for the following: placement and display of no trespassing signs, local, state or federal traffic or similar informational signs, boundary fencing, signs identifying the Conservation Values of the Trail Area, and/or signs identifying Grantor as owner of the Property and Grantee as holder of this Easement, signs identifying the Trail Area as a part of the North Carolina Mountains-to-Sea Trail, signs giving directions or prescribing rules and regulations for the use of the Trail Area, educational and interpretative signs, identification labels or any other similar temporary or permanent signs. 4.5. Agricultural, Timber Harvesting, Grazing and Horticultural Use. Agricultural, timber harvesting, grazing, horticultural and animal husbandry operations are prohibited; provided that this provision shall not prohibit plantings for wildlife habitat or wildlife management. 4.6. Disturbance of Natural Features, Plants and Animals. There shall be no cutting or removal of trees, or the disturbance of other natural features on the Trail Area except for the following: (i) as incidental to boundary marking or railing as allowed hereunder; and (ii) cutting or clearing of vegetation for insect or disease control, control of non-native plants, removal of trees that threaten to fall on the Trail Area or on land outside the boundaries of the Trail Area and as necessary for the construction, maintenance, operation and management of the North Carolina Mountains-to-Sea Trail and allowed Trail and Recreational Accessories. Design and construction of the North Carolina Mountains-to-Sea Trail will be planned and built to minimize environmental impacts to the extent practical. 4.7. Wetlands and Water Quality. There shall be no pollution or alteration of surface waters in the Trail Area. There shall be no construction or other activities that would be detrimental to water quality or that would alter the natural water levels, drainage, sedimentation, or water flow in, on, or over the Trail Area or into any surface waters. There shall be no construction or other activities that would cause soil degradation or erosion. There shall be no diking, dredging, alteration, draining, filling, or removal of wetlands. -6- 57 4.8. Dumping and Filling. The dumping, accumulation, storage, or burying of soil, trash, ashes, garbage, waste, appliances, abandoned or unlicensed vehicles, inoperable or broken machinery, debris, junk, radioactive or hazardous waste, or other materials on the Trail Area is prohibited. Automobiles, trailers, machinery and recreational vehicles shall not be stored on the Trail Area. 4.9. Mineral Use, Excavation, Dredging. There shall be no filling, excavation, dredging, mining or drilling; no removal of topsoil, sand, gravel, rock, peat minerals or other minerals, and no change in the topography of the Trail Area in any manner except as reasonably necessary for the purposes of combating erosion and as reasonably necessary for any activities otherwise permitted on the Trail Area pursuant to the terms of this Easement. (ARTICLE V. FEDERAL TAX ITEMS 5.1. Qualified Conservation Contribution. The Easement granted under this agreement has been donated in whole or in part to Grantee by the undersigned Grantor. It is intended to qualify as a charitable donation of a partial interest in real estate (as defined under §170(f)(3)(B)(iii) of the Code)to a qualified organization (as defined in §1.170A-14(c)(1) of the Regulations). 5.2. Definitions of Code and Regulations. "Code"means the Internal Revenue Code of 1986, as amended through the applicable date of reference. "Regulations"mean the provisions of C.F.R. §1.170A-14 as amended through the applicable date of reference. 5.3. Public Benefit. This easement is given for public outdoor recreation and education and is for the substantial and regular use of the general public or the community. This Easement provides significant public benefit as defined in §1.170A-14(d)(2)(i) of the Regulations. Public policies and programs that illustrate and support the significant public benefit of this Easement include: (a) The 2030 Orange County Comprehensive Parks and Recreation Master Plan, which recommends the development of a master plan for the Orange County segment of the Statewide Mountains-to-Sea Trail as well as linking to the priorities set forth in the existing North Carolina State Trails Program; and (b) The Orange County Board of Commissioners' goal (adopted June 21, 1999) to identify and coordinate the preservation of the County's most significant natural areas; and (c) 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;" and (d) The Orange County Lands Legacy Action Plan, which was adopted by the Orange County Board of Commissioners on December 12, 2017, and which sets an objective to acquire key parcels needed for a public pedestrian trail and wildlife corridor that would connect Hillsborough Riverwalk to the Haw River for the planned North Carolina Mountains-to-Sea Trail; and -7- 58 (e) N.C.G.S. § 113-34.1 authorizing the Department of Environment and Natural Resources to develop and maintain the North Carolina Mountains-to-Sea Trail, of which this easement will be a part. 5.4. Mineral Interests. No Person has retained a qualified mineral interest in the Trail Area of a nature that would disqualify the Easement for purposes of§1.170A-14(g)(4) of the Regulations. 5.5. Notice Required Under Regulations. To the extent required for compliance with §1.170A-13(g)(4)(ii) of the Regulations, Grantor agrees to notify Grantee before exercising any reserved right that may have an adverse impact on the conservation interests or public recreational purposes associated with the Trail Area. 5.6. Trail Area Right. In accordance with §1.170A-14(g)(6) of the Regulations, the undersigned Grantor agrees that the Easement granted under this agreement gives rise to a property right, immediately vested in the Grantee, that entitles the Grantee to compensation upon extinguishment of the easement. The fair market value of the property right is to be determined in accordance with the Regulations; i.e., it is at least equal to the proportionate value that this easement as of the Easement Date bears to the value of the Property as a whole as of the Easement Date. Grantee must use any funds received by application of this provision in a manner consistent with the recreational and conservation purposes of this Easement. 5.7. Qualification Under §2031(C) of the Code. To the extent required to qualify for exemption from federal estate tax under §2031(c) of the Code, and only to the extent such activity is not otherwise prohibited or limited under this Easement, Grantor agrees that commercial recreational uses are not permitted within the Trail Area. [KL4] ARTICLE VI. ONGOING RESPONSIBILITY OF GRANTOR AND GRANTEE This Easement is not intended in any way to affect any existing obligation of the Grantor as owner of the Property. Among other things, this shall apply to: 6.1. Taxes. Grantor shall continue to be solely responsible for payment of all taxes and assessments levied against the Property. If Grantee is ever required to pay any taxes or assessments on their interest in the Property, Grantor shall upon demand reimburse Grantee for the same. 6.2. Upkeep and Maintenance. Grantor shall continue to be solely responsible for the upkeep and maintenance of the Trail Area, to the extent it may be required by law, except as described herein. Grantee shall have no obligation for the upkeep or maintenance of the Trail Area, except as described herein. Grantee shall be solely responsible for construction, upkeep, and maintenance of the Trail, except as described herein. 6.3. Transfer of Trail Area. 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 Trail Area. Grantor shall notify Grantee in -8- 59 writing at least thirty (30) days before conveying the Trail Area, or any interest therein. Failure of Grantor to do so shall not impair the validity of the Easement or limit its enforceability in any way. 6.4. Transfer of Easement. Grantee shall have the right to transfer this 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 Grantee by this Easement. As a condition of such transfer, Grantee shall require that the conservation purposes intended to be advanced hereunder shall be continued to be carried out. If Grantee ever cease to exist or no longer qualify under 26 U.S.C. Section 170(h) of the Internal Revenue Code, or applicable state law, a court with jurisdiction shall transfer this Easement to another qualified organization having similar purposes that agrees to assume the responsibility imposed by the Easement. 6.5. Inspection and Access. With reasonable advance notice to the Grantor or with Grantor's prior verbal consent, Grantee, their employees and agents, successors and assigns, shall have the right to enter the Trail Area for the purpose of inspecting the Trail Area to determine whether Grantor, their successors or assigns are complying with the terms, conditions and restrictions of this Easement. 6.6. Enforcement. Grantee shall have the responsibility for management, monitoring and enforcement of the terms of this Easement. Grantee shall complete and file the monitoring reports, a copy of which is kept on file with Orange County. Grantee 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 bring 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 Trail Area, Grantee shall give Grantor written notice of the violation and Grantor shall have thirty(30) days to cure the violation, before commencing any legal proceedings. If a court of competent jurisdiction determines that a violation may exist or has occurred, Grantee may obtain an injunction to stop the violation, temporarily or permanently. The parties agree that a court may issue an injunction or order requiring Grantor to restore the Trail Area to its condition prior to the violation, as restoration of the Trail Area may be the only appropriate remedy. 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. In any case where a court finds no such violation has occurred, each party shall bear its own costs. In any case where the Court finds that a violation has occurred, Grantee shall have the right to recover its legal costs from Grantor, including attorney's fees or expenses associated with any enforcement or remedial action as it relates to the enforcement of this Easement. ARTICLE VII. REPRESENTATIONS OF THE PARTIES -9- 60 7.1. Grantor's Title Warranty. Grantor covenants, represents and warrants (i) that it is the sole owner and is seized of the Trail Area in fee simple and has the right to grant and convey this Easement; (ii) that there is legal access to the Trail Area; (iii) that the Trail Area is free and clear of any and all encumbrances, except those permitted title exceptions listed on Exhibit B, attached hereto and incorporated herein by this reference, none of which would nullify, impair or limit in any way the terms or effect of this Easement; (iv) Grantor shall defend its title to the Trail Area against the claims of all persons whomsoever; and (v) Grantor covenants that Grantee, its successors and assigns, shall have the use of and enjoy all of the benefits derived from and arising out of this Easement. 7.2. Grantor's Environmental Warranty. Grantor knows of no release or threatened release of any Hazardous Materials on, at, beneath or from the Trail Area, or arising from or connected with a violation of any Environmental Laws. Grantor hereby promise to hold harmless and indemnify Grantee against all litigation, claims, demands,penalties and damages, including reasonable attorneys' fees, arising from or connected with the release or threatened release by Grantor, their agents, assigns, and guests, of any Hazardous Materials on, at,beneath or from the Trail Area, or arising from or connected with a violation of any Environmental Law. "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, infectious materials and any other element, compound,mixture, solution or substance which may pose a present or potential hazard to human health or the environment. 7.3. Liability. Grantor has entered into this Easement in order to make the Trail Area available to the public for recreational and educational purposes as contemplated by Chapter 38A and Section 143B-135.118 of the North Carolina General Statutes and therefore is afforded the statutory limitations upon liability of an "owner"under those provisions as they may be amended from time to time. ARTICLE VIII. MISCELLANEOUS - 10- 61 8.1. Recording. Grantee 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 Grantee. 8.2. Survival of Terms/Merger of Fee and Easement. Grantor and Grantee agree that the terms of this Easement shall survive any merger of this fee and easement interest in the Trail Area. In the event Grantee becomes owner of the Trail Area, or any portion thereof, Grantee shall transfer its rights title and interest in this Easement to a third parry in accordance with sections 6.4. 8.3. Amendment of Easement. This Easement may be amended only with the written consent of the Grantor and Grantee. Any such amendment shall be consistent with the purposes of this Easement 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 the Uniform Conservation and Historic Preservation Agreements Act,N.C.G.S. Section 121-34 et seq., or any regulations promulgated pursuant to that law. The Grantor and Grantee have no right or power to agree to any amendment that would affect the enforceability of this Easement. 8.4. Procedure in the Event of Termination of Easement. If it is determined that conditions on or surrounding the Trail Area have changed so much that it is impossible to fulfill the conservation purposes set forth above, a court with jurisdiction may, at the joint request of both the Grantor and Grantee, terminate this Easement. If condemnation of a part of the Trail Area or of the entire Property by public authority renders it impossible to fulfill any of these conservation purposes, the Easement may be terminated through condemnation proceedings. 8.5. 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. 8.6. Perpetual Duration; Severability. The Easement created by this Deed shall be a servitude running with the land in perpetuity. Every provision of this Deed of Trail Easement that applies to the Grantor or the Grantee 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. 8.7. Subsequent Liens on the Trail Area. No provision of this Easement should be construed as impairing the ability of Grantor to use the Trail Area as collateral for subsequent borrowing. Any such liens shall be and remain subordinate to this Easement. 8.8. Subsequent Easements/Restrictions on the Trail Area. The grant of any easement or use restriction that might diminish or impair the Conservation Values of the Trail Area is prohibited. Any such easement or restriction shall be subordinated to this Easement. - 11 - 62 8.9. Notices. Any notices required by this Easement shall be in writing and shall be personally delivered or sent by first class mail to Grantor or Grantee 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 Grantee: FRIENDS OF MOOREFIELDS Orange County DEAPR 2201 MOOREFIELDS ROAD PO Box 8181 Hillsborough,NC 27278 Hillsborough,NC 27278 8.10. 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. 8.11. Availability or Amount of Tax Benefits. Grantee 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 any part of the value of this Easement or other transaction associated with the donation of this Easement. Grantor's donation is not conditioned upon the availability or amount of any such deduction, credit or other benefit. Grantee makes no warranty, representation or other assurance regarding the value of this Easement or of the Trail Area. As to all of the foregoing, Grantor is relying upon Grantor's own legal counsel, accountant, financial advisor or other consultant and not upon Grantee's legal counsel, accountant, financial advisor or other consultant of Grantee. 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 Grantee shall be reimbursed and indemnified for any cost or expense of any kind or nature whatsoever incurred by Grantee in responding or replying thereto. 8.12. Warranties and Representations of Owner. By signing this Easement, Grantor acknowledges, warrants and represents to Grantee that: (a) Grantor has had the opportunity to be represented by counsel of Grantor's choosing and fully understand that Grantor is hereby permanently relinquishing property rights which would otherwise permit Grantor to have a fuller use and enjoyment of the Trail Area. (b) There are no recorded or unrecorded leases or other agreements for the production of minerals or removal of timber from the Trail Area which would, if any of the activities permitted under such lease or other agreement were undertaken by Grantor, violate the covenants or restrictions in this Easement or otherwise defeat the conservation Purpose. - 12- 63 TO HAVE AND TO HOLD this Deed of Conservation Easement unto Grantee,their successors and assigns, forever. - 13 - 64 IN WITNESS WHEREOF, the Grantor and Grantee, intending to legally bind themselves, have set their hands on the date first written above. GRANTOR: Mike Hammersley, President Friends of Moorefields Accepted: GRANTEE: ORANGE COUNTY,NORTH CAROLINA By: Renee Price, Chair Orange County Board of Commissioners ATTEST: By: Laura Jensen, Clerk to the Board of Commissioners - 14- 65 Acknowledgments NORTH CAROLINA COUNTY OF ORANGE I, , a Notary Public for said County and State do hereby certify that personally appeared before me and acknowledged the due execution of the foregoing instrument. Witness my hand and official stamp or seal this the day of December, 2018. Notary Public My commission expires: NORTH CAROLINA COUNTY OF ORANGE I, , a Notary Public of Orange County,North Carolina do hereby certify that Laura Jensen personally appeared before me this day and acknowledged that 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 the Orange County Board of Commissioners, and attested by her as Clerk to said Board of Commissioners. Witness my hand and official stamp or seal this the day of , 2022. Notary Public My commission expires: - 15-