Agenda - 06-16-20; 8-h - Resolution of Approval – Conservation Easement on Triangle Land Conservancy’s Patterson-Thornton Property

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Attachment 4 Model Conservation Easement Revised Page 12 of 21 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 Grantor shall not be responsible to share any proceeds awarded. All condemnation related expenses, including reasonable attorney fees, incurred by Grantor and the Grantee shall be paid out of any recovered proceeds prior to distribution of the net proceeds as described herein. 14. 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. 15. 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; and warrant that Grantee is and will remain a named insured on Grantor’s Property insurance policies covering the Property. Grantor shall provide Grantee with a certificate of insurance coverage on the effective date of this Conservation Easement and within 10 days of each insurance renewal date. 16. TITLE. Grantor warrants that they hold fee simple title to the Property, free from all encumbrances, except for those exceptions deemed by the Grantee 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. This Conservation Easement is conveyed as an absolute gift to the Grantee subject to an executory interest in the State of North Carolina. Such executory interest shall accrue to the State of North Carolina only in the event Grantor or Grantee attempts to terminate, transfer, or otherwise divest itself of any rights, title, or interest in and to the Conservation Easement, except as specifically authorized herein, without the prior written consent of the State, which consent shall not be unreasonably withheld. Upon accrual of the executory interest, all rights, title, and interest in the Conservation Easement of Grantor or Grantee, as the case may be, shall automatically vest in the State of North Carolina. 17. NOTICES. Any notices required by this Conservation Easement shall be in writing and shall be personally delivered or sent by first class mail, to Grantor and Grantee, respectively, at the following addresses, unless a party has been notified by the other of a change of address. To Grantor: To Grantee: Triangle Land Conservancy Orange County Department of Environment, 514 S. Duke Street Agriculture, Parks and Recreation 18