ORD-2019-024 Resolution of Approval – Conservation Easement on Cedar Grove Windy Hill Farm and Approval of Budget Amendment #10-A

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19 Grantor agrees to indemnify and hold Grantees and the State of North Carolina harmless from any and all costs, claims or liability, including but not limited to reasonable attorney fees arising from any personal injury, accidents, negligence or damage relating to the Protected Property, or any claim thereof,unless due to the negligence of Grantees or its agents,in which case liability shall be apportioned accordingly. ARTICLE VI. MISCELLANEOUS 6.1. Recording. Grantees shall record this instrument in a timely fashion in the official record of Orange County,North Carolina, and may re-record it at any time as may be required to preserve the rights of the Grantees,the State, and the United States under this Easement. 6.2. Survival of Terms/Merger of Fee and Easement. The Grantor and Grantees agree that the terms of this Easement shall survive any merger of this fee and easement interest in the Protected Property. In the event the Grantees becomes owner of the Protected Property, or any portion thereof, Grantees shall transfer any right title and interest in this Easement to a third party in accordance with sections 4.4. 6.3. Amendment of Easement. This easement may be amended by a written instrument executed by the Grantees and the Grantor and approved by the Commissioner of Agriculture. Any such amendment shall be consistent with the Statement of Purpose of this Conservation Easement and with the Grantees' Conservation Easement amendment policies, and shall comply with 26 U.S.C.§ of the Internal Revenue Code or any regulations promulgated in accordance with that section. Any such amendment shall be recorded. Grantees shall give notice of any amendment to and secure approval from,the North Carolina Department of Agriculture and Consumer Services prior to signing and recordation and,must receive written consent prior to awarding the easement. 6.4. Procedure in the Event of Termination of Easement. If it is determined that conditions on or surrounding the Protected Property change so much that it becomes impossible to fulfill the conservation purposes of this Easement, a court with jurisdiction may, at the joint request of both the Grantor and the Grantees and with prior written consent of the State of North Carolina, as provided herein,terminate or modify the Easement created by this Easement in accordance with applicable State law. If the Easement is terminated and the Protected Property is sold then as required by Section 1 of 170A-14(g)(6)of the IRS regulations,the Grantor,the Grantees,NC ADFP Trust Fund shall be entitled to recover the proceeds of the conservation easement based on the appraised fair market value of the conservation easement at the time the easement is extinguished or terminated, subject to any applicable law which expressly provides for a different disposition of the proceeds. The respective shares of the Grantor,the Orange County grantee, and NC ADFP Trust Fund shall be proportionate to the percentage of their original investment. The grantor's percent is 25%,the Orange County Grantee's percent is 42%and NC ADFP Trust fund's percent is 33%. 6.5. Procedure in the Event of Condemnation or Eminent Domain. Grantor and Grantees recognize that the sale of this Easement, or any part thereof, gives rise to a property right, immediately vested in the Grantees with a fair market value equal to the proportionate value that the Easement bears to the value of the Protected Property prior to the restrictions imposed by the Easement. Accordingly,if any condemnation or eminent domain action shall be taken, on all or part of the Protected Property,by any authorized public authority, said authority shall be liable to the Grantees for the value of the property right vested in the Grantees at the time of the signing of this Easement. NCDA&CS must consent to any such condemnation action. 13