No preview available
HomeMy WebLinkAbout293-24 RESOLUTION113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 293-24 File Number: 2024-769 CITY AND WATERSHED CONSERVATION RESOURCE CENTER (CONSERVATION EASEMENT): A RESOLUTION TO AUTHORIZE MAYOR JORDAN TO SIGN A GRANT OF CONSERVATION EASEMENT AND DECLARATION OF COVENANTS FOR 98 ACRES LOCATED ON DEAD HORSE MOUNTAIN ROAD WHEREAS, on April 16, 2019 City Council passed Resolution 97-19 that approved a Land Purchase, Use, and Conservation Contract with the Watershed Conservation Resource Center (WCRC); and WHEREAS, that contract was for the joint purchase of about 98 acres of land near Dead Horse Mountain Road for the purpose of conservation, restoration, and enhancement to provide water quality improvements and protection of the Beaver Lake Watershed and to provide recreational benefits to the citizens of Fayetteville and requires placing the majority of the property into a conservation easement; and WHEREAS, pursuant to a requirement of the contract, WCRC, the Northwest Arkansas Land Trust, and the City have collaboratively developed a conservation easement that supports the original intent of the land purchase and allows for the construction of limited improvements including visitor facilities, boat launch facilities, fences, wildlife viewing structures and indigenous shelters, access drives, one shared -use paved trail connecting to the citywide network, and one shared -use paved trail provide access to a boat launch area, other trail signage and facilities such as benches, picnic tables, and utility improvements; and WHEREAS, the easement also allows for certain activities and uses consistent with conservation purposes such as demonstration gardens, maintenance, and invasive removals. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to sign a Grant of Conservation Easement and Declaration of Covenants, a copy of which is attached to this Resolution, and all other documents necessary for the preservation of 98 acres of environmentally sensitive land located on Deadhorse Mountain Road. PASSED and APPROVED on December 4, 2024 Page 1 Resolution: 293-24 File Number: 2024-769 Page 2 Attest: i ara Paxton, City eferk Treasurer CITY OF FAYETTEVILLE ARKANSAS MEETING OF DECEMBER 4, 2024 TO: Mayor Jordan and City Council CITY COUNCIL MEMO THRU: Susan Norton, Chief of Staff FROM: Alison Jumper, Director of Parks, Natural Resources and Cultural Affairs SUBJECT: Approval of a Conservation Easement RECOMMENDATION: 2024-769 Resolution to approve a conservation easement on 98 acres located on Deadhorse Mountain Road jointly owned by the City and Watershed Conservation Resource Center. BACKGROUND: The City Council passed Resolution 97- 19 on April 16, 2019 that approved a Land Purchase, Use and Conservation Contract with the Watershed Conservation Resource Center (WCRC). This contract was for the joint purchase of about 98 acres of land near Dead Horse Mountain Road for the purpose of conservation, restoration, and enhancement to provide water quality improvements and protection of the Beaver Lake Watershed and to provide recreational benefits to the citizens of Fayetteville and requires placing the majority of the property into a conservation easement. DISCUSSION: Per the contract requirement, WCRC, the Northwest Arkansas Land Trust, and the City have collaboratively developed conservation easement language that supports the original intent of the land purchase and allows for the use of limited improvements including visitor facilities, boat launch facilities, fences, wildlife viewing structures and indigenous shelters, access drives, one shared -use paved trail connecting to the citywide network, and one shared -use paved trail provide access to a boat launch area, other trail signage and facilities such as benches, picnic tables, etc, and utility improvements. Further, the easement allows for certain actives and uses consistent with conservation purposes such as demonstration gardens, maintenance, invasive removals, etc. WCRC has reviewed and approved the easement language. The easement will be presented to the NWALT Board for approval on November 21 st for signal approval. A signed copy will be included in the final council packet. BUDGET/STAFF IMPACT: None ATTACHMENTS: SRF (#3), Dead Horse Mtn. I Conservation Easement - Final (#4), 97-19 Resolution (#5), Land Purchase, Use and Conservation Contract (#6), Dead Horse Mtn. Conservation Easement - WCRC and NWALT - Final (#7) Mailing address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 == City of Fayetteville, Arkansas y 113 West Mountain Street Fayetteville, AR 72701 (479)575-8323 - Legislation Text File #: 2024-769 Approval of a Conservation Easement A RESOLUTION TO AUTHORIZE MAYOR JORDAN TO SIGN A GRANT OF CONSERVATION EASEMENT AND DECLARATION OF COVENANTS FOR 98 ACRES LOCATED ON DEAD HORSE MOUNTAIN ROAD WHEREAS, on April 16, 2019 City Council passed Resolution 97-19 that approved a Land Purchase, Use, and Conservation Contract with the Watershed Conservation Resource Center (WCRC); and WHEREAS, that contract was for the joint purchase of about 98 acres of land near Dead Horse Mountain Road for the purpose of conservation, restoration, and enhancement to provide water quality improvements and protection of the Beaver Lake Watershed and to provide recreational benefits to the citizens of Fayetteville and requires placing the majority of the property into a conservation easement; and WHEREAS, pursuant to a requirement of the contract, WCRC, the Northwest Arkansas Land Trust, and the City have collaboratively developed a conservation easement that supports the original intent of the land purchase and allows for the construction of limited improvements including visitor facilities, boat launch facilities, fences, wildlife viewing structures and indigenous shelters, access drives, one shared -use paved trail connecting to the citywide network, and one shared -use paved trail provide access to a boat launch area, other trail signage and facilities such as benches, picnic tables, and utility improvements; and WHEREAS, the easement also allows for certain activities and uses consistent with conservation purposes such as demonstration gardens, maintenance, and invasive removals. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to sign a Grant of Conservation Easement and Declaration of Covenants, a copy of which is attached to this Resolution, and all other documents necessary for the preservation of 98 acres of environmentally sensitive land located on Deadhorse Mountain Road. Page 1 Alison Jumper Submitted By City of Fayetteville Staff Review Form 2024-769 Item ID 12/5/2024 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 11/15/2024 PARKS & RECREATION (520) Submitted Date Division / Department Action Recommendation: Resolution to approve a conservation easement on 98 acres located on Deadhorse Mountain Road jointly owned by the City and Watershed Conservation Resource Center. Budget Impact: N/A N/A Account Number Fund N/A N/A Project Number Budgeted Item? No Does item have a direct cost? No Is a Budget Adjustment attached? No Purchase Order Number: Change Order Number: Original Contract Number: Comments: Project Title Total Amended Budget $ - Expenses (Actual+Encum) $ - Available Budget r Item Cost $ - Budget Adjustment $ - Remaining Budget V20221130 Previous Ordinance or Resolution # 97-19 Approval Date: 4/16/2019 Upon recording return to: Northwest Arkansas Land Trust 1725 Smokehouse Trail Fayetteville, Arkansas 72701 479-966-4666 GRANT OF CONSERVATION EASEMENT AND DECLARATION OF COVENANTS THIS GRANT OF CONSERVATION EASEMENT AND DECLARATION OF COVENANTS (the "Conservation Easement" or "Easement') dated this 4 day of December , 2024, but effective for all purposes as of the Effective Date (defined herein,) is entered into by and between WATERSHED CONSERVATION RESOURCE CENTER, an Arkansas nonprofit corporation ("WCRC"); the CITY OF FAYETTEVILLE, ARKANSAS, a duly constituted municipality under the laws of the State of Arkansas (the "City" and together with WCRC, the "Owner"), which shall include any successor in interest to any Owner executing this Easement, and the NORTHWEST ARKANSAS LAND TRUST, an Arkansas non-profit corporation ("Holder"), and is granted for the Conservation Purposes of the Property (both hereinafter defined). Owner and Holder are sometimes referred to in this Easement as "Parties". ARTICLE I BACKGROUND 1.01 Defined Terms. Initially capitalized terms not defined in this Article I are defined in Article IX. 1.02 Protected Property. Owner owns in fee simple certain real property, located in Washington County, Arkansas as more particularly described in Exhibit "A" attached hereto (the "Property"), and desires to grant and convey to Holder an unconditional and perpetual easement upon the Property for the Conservation Purposes described in Section 1.03. There are two areas included within the outside boundary of the Property that are not included in the Property, which are also described in Exhibit A. The two excluded areas are referred to herein as "Excluded Areas." 1.03 Easement; Covenants. (a) Easement. By this Easement, Owner grants and conveys to Holder an unconditional and perpetual easement upon the Property for the Conservation Purposes described below (the "Conservation Purposes"). The Conservation Easement authorizes Holder to prevent and terminate activities, uses, and Improvements inconsistent with the Conservation Purposes. Article VI more fully describes the rights this Easement vests in Holder. It is the purpose of the Owner and Holder to avail themselves of the provisions of the Arkansas Conservation Easement Act, Ark. Code Ann. § 15-20-401 et seq., without intending that the existence of this Conservation Easement be dependent on the continuing existence of that law. 4864-8745-2599.1 (b) Owner Covenants. By this Easement, Owner, in furtherance of the Conservation Purposes, establishes covenants binding upon Owner's interest in the Property, which are set forth in Articles II through Article III. Article VII addresses potential violation of these covenants and remedies. (c) Holder Covenants. By this Easement, Holder accepts the Conservation Easement and, in furtherance of the Conservation Purposes, establishes covenants binding upon Holder's easement interest in the Property, which are set forth in Article VI. 1.04 Easement Plan. Exhibit "B" is a graphic depiction of the Property subject to the Easement (the "Easement Plan") showing, among other details, the boundaries of the Property, including the boundaries of the Excluded Areas. 1.05 Conservation Purposes. Generally, the Conservation Purposes of this Conservation Easement are (i) to protect the "Conservation Values" (hereinafter defined and described), and other significant conservation interests (except to the extent it is necessary to impair such other conservation interests to protect the Conservation Values); (ii) to limit the use of the Property to those uses and activities that are consistent with such Conservation Values and interests; and (iii) to foster compatible educational and Passive Recreational Use of the Property. In terms of the conservation purposes identified in Code Section 170(h)(4) the Conservation Purposes of this Easement include: (1) the protection of relatively natural habitats of fish, wildlife, and plants; (2) the preservation of Open Space for the scenic enjoyment of the public yielding a significant public benefit; and (3) the preservation of Open Space pursuant to clearly delineated governmental conservation policies yielding a significant public benefit. More specifically, the Conservation Values and related Conservation Purposes, include the following, and are further detailed in the Baseline Documentation Report described in Article I, Section 1.06. (a) Resource -Specific. (i) Water Resources. The Property includes approximately 2,020 feet of the West Fork White River (WFWR), and numerous feet of unnamed tributary (including over- flow channels along the WFWR) and riparian forest and approximately 36 acres of wetlands including the spring -fed pond. Lands in the WFWR sub watershed are identified as a high priority for land conservation in the Beaver Lake Watershed Protection Strategy approved by the U.S. Environmental Protection Agency (EPA). It is among the Conservation Purposes to maintain and improve these water resources, both surface and groundwater, within, around, and downstream from the Property, particularly the protection of water quality of Beaver Lake, a Corps of Engineers impoundment that is a public source of drinking water and popular for boating, fishing, and swimming. (ii) Biological Resources. It is among the Conservation Purposes to protect and improve the quality of relatively natural habitat of fish, wildlife, or plants, or similar ecosystems, including animals, fungi, other organisms, and particularly Native Species. 4864-8745-2599.1 (iii) Soil Resources. It is among the Conservation Purposes to prevent the loss and depletion of soil on the Property. (iv) Local and Regional Conservation Plans. The Property is identified as a conservation priority in the City of Fayetteville's Enduring Green network and the Northwest Arkansas Open Space Plan. (v) Ecosystem Services. The property contributes to the resiliency and functioning of natural processes important to human systems, to retain, detain, and disperse stormwater runoff, thus mitigating erosion and flooding downstream of the Property, and to sequester carbon in plants and soil to mitigate rising atmospheric carbon levels. 1.06 Baseline Documentation. The specific Conservation Values of the Property and its use and state of Improvement as of the Effective Date are further documented in a Baseline Documentation Report (the "Baseline Documentation Report" or "Report") prepared by Holder and to be kept at the principal office of Holder. As of the Effective Date, Owner and Holder have signed an acknowledgement that the Report is complete and accurate. The Report includes reports, maps, photographs, and other documentation, to be used by Holder to assure that any future changes in the use of the Property will be consistent with the terms of this Conservation Easement. Notwithstanding the foregoing, the Report shall not be used to preclude the use of other evidence to establish additional Conservation Values or conditions on the Property now or in the future. The Report is incorporated by reference herein as if restated in full. 1.07 Consideration. Owner acknowledges receipt, as of the Effective Date, of good and valuable consideration for this Easement, including, but in no way limited to, the public benefit obtained, the covenants set forth in Article VII, and perpetual satisfaction of the Conservation Purposes. Notwithstanding the foregoing, Owner has received no monetary or other tangible economic benefit from Holder in exchange for the donation of this Conservation Easement. 1.08 Superior to all Liens. Owner warrants to Holder that the Property is, as of the Effective Date, free and clear of Liens or, if it is not, that Owner has obtained and recorded in the Public Records the legally binding subordination of the Liens affecting the Property as of the Effective Date. ARTICLE II TRANSFER; SUBDIVISION 2.01 Prohibitions. Owner is prohibited from taking the following actions, except as may be specifically permitted in Section 2.02. Owner may not: (a) Transfer of Portion of Property. Transfer any part of the Property separate from any other part of the Property to any party other than WCRC or the City; (b) Subdivision. Change the boundary of the Property or Subdivide the Property for the benefit of any party other than WCRC or the City; 4864-8745-2599.1 (c) Transfer of Density. Except as necessitated by the Mitigation Activities allowed under Section 3.02(c), use the acreage protected under this Easement to increase allowable density or intensity of development within the Property or outside of the Property; (d) Transfer of Rights. Except as necessitated by the Mitigation Activities allowed under Section 3.02(c), transfer development rights or other rights granted or allocated to the Property in support of development outside the Property; (e) Mining Prohibited. Mine or permit any mining by surface, subsurface, or any other means anywhere on the Property; or (f) Compliance with Conservation Purposes. Exercise any reserved right, or undertake any permitted use, in a manner that is inconsistent with the Conservation Purposes. 2.02 Permitted Changes. Owner is permitted to undertake the following uses and activities: (a) Lots within Property. Merge two (2) or more Lots into one (1), or, subject to Review, reconfigure one (1) or more of the boundaries of such Lots, as long as the boundary of the Property as described in Exhibit "A" remains unchanged; (b) Transfer to Qualified Organization. Subject to Review, create and transfer a Lot to a Qualified Organization for park, nature preserve, public trail, or other conservation purposes approved by Holder; (c) Transfer of Rights of Possession or Use. Transfer of possession or use (but not ownership) of one or more portions of the Property for purposes permitted under, and subject to, compliance with the terms of this Easement. Tenants and lessees must comply with the applicable provisions of this Easement; (d) Conveyance of the Property. To convey or devise the Property as a whole, subject to the provisions of this Easement; and (e) New Liens. To place New Liens on the Property, provided that all such liens are subordinate to the provisions of this Easement. 4864-8745-2599.1 2.03 Requirements. (a) Establishment of Lots for Transfer to a Qualified Organization; Allocations. Prior to transfer of a Lot following a Subdivision to a Qualified Organization, Owner must (i) furnish Holder with the plan of Subdivision approved under Applicable Law and legal description of each Lot created or reconfigured by the Subdivision; (ii) mark the boundaries of each Lot with permanent markers; and (iii) allocate in a document recorded in the Public Records those limitations applicable to more than one Lot under this Easement. This information will become part of the Baseline Documentation Report incorporated into this Easement. (b) Amendment. Holder may require Owner to execute an Amendment of this Easement to reflect a change to the description of the Property set forth in Exhibit "A," or other changes and allocations resulting from Subdivision, that are not established to the reasonable satisfaction of Holder by recordation in the Public Records of the plan of Subdivision approved under Applicable Law. ARTICLE III IMPROVEMENTS; ACTIVITIES AND USES 3.01 Improvements. Improvements are prohibited except as permitted in this Section 3.01. (a) Existing Improvements. Existing Improvements, identified in Exhibit "B" and the Baseline Documentation Report, may be maintained, repaired, and replaced in their existing locations. Existing Improvements may be expanded or relocated if the expanded or relocated Improvement complies with requirements applicable to Additional Improvements of the same type. Existing Access Drives south of the West Fork White River may be expanded and rerouted in the Wet Area (the "Wet Area") identified in Exhibit `B" and described in Exhibit "C" to provide access to the West Fork White River. (b) Additional Improvements. The following Additional Improvements are permitted: (i) Visitor Facilities. The following visitor facilities are permitted provided they are located outside the Wet Area and so long as the size and location of such facilities are consistent with the Conservation Purpose of this Easement. 1) Visitor Exhibit Hall;' 2) Bathroom facilities; 3) Parking facilities for members of the public using the Property. Parking facilities must be constructed with Low Impact Design techniques, 1 Architectural rendering included in Baseline Documentation Report as record of prototype. 4864-8745-2599.1 4) No more than five (5) mobile food and beverage vendors; 5) One (1) storage structure for recreational equipment; and 6) Other structures and improvements that support education, recreation, or resource management, subject to Holder's approval at the sole discretion of the Holder. (i) Boat Launch Facilities. Subject to Review, boat launch facilities on the pond, one boat launch on the West Fork White River, and accompanying boat houses for non -motorized boats only. Any permitted boat launching area must be designed to prevent erosion. (ii) Fences. New fences and gates may be built on the Property for purposes of reasonable and customary access control and protection of resources, provided fencing does not substantially diminish or impair the Conservation Values. Fencing shall minimize adverse effects of fragmentation of habitat and facilitate the movements of wildlife across the Property; (iii) Wildlife Viewing, Habitat Structures, and Indigenous Shelters. A reasonable number of wildlife viewing platforms, bird blinds, bird viewing towers', habitat enhancement devices, such as bat boxes and bird houses, indigenous shelter replicas or mounds; (iv) Access Drives. Subject to Review, Access Drives (i) must not exceed thirty (30) feet in width, (ii) shall be located and constructed to protect the Conservation Purposes, (iii) should utilize existing road beds where possible, and (iv) shall incorporate Best Management Practices to manage erosion and stormwater runoff. Additional Access Drives are prohibited in the Wet Area unless otherwise approved by Holder. (v) Trails. The location and density of trails shall be designed in a manner consistent with the Conservation Purposes. The following trails are permitted: (1) Trails for pedestrian and non -motorized vehicle use constructed of (a) native, mowed grasses, or (b) wood chips, boardwalks, or other highly porous, natural, noninvasive material. (2) One (1) shared -use paved trail connecting to the regional multiuse trail provided trail design plans are provided to the Holder prior to Construction. (3) One (1) shared -use paved trail providing access to the boat launch on the West Fork White River provided trail Construction plans are provided to the Holder prior to Construction. 1 Architectural rendering included in Baseline Documentation Report as record of prototype. 4864-8745-2599.1 (4) Subject to Review, paved or pervious walkways approved by the Holder. (vi) Trail Signage. Trails may only include signs to mark the trail, to provide information regarding restrictions, and for educational and interpretive purposes. Signage shall be unobtrusive in nature and designed with the express goal of minimizing impact to the vistas and Open Space nature of the Property. (vii) Trail Facilities. Trails may include benches, picnic tables, wastebaskets, light fixtures, and bicycle racks, as may be deemed necessary. All other trail facilities are subject to Review. The design, location and density of trail facilities shall be architecturally consistent with the natural setting of the Property and designed with the express goal of minimizing impact to ecologically significant areas, including the Wet Area and species of special concern, and ensuring the vistas and Open Space nature of the Property. (viii) Utility Improvements. Utility Improvements are permitted but must be underground or, subject to Review, may be aboveground where it is not reasonably feasible to install them underground. 3.02 Activities and Uses. Activities and uses are prohibited except as permitted below in this Section 3.02 and provided in any case that: (i) the intensity or frequency of the activity or use does not materially and adversely affect maintenance or attainment of Conservation Purposes, and (ii) no Invasive Species are introduced. (a) Resource Management and Disturbance. The following activities and uses are permitted: (i) Construction or other disturbance of resources, including cutting of trees, only to the extent reasonably prudent to remove, mitigate, or warn against an unreasonable risk of harm to Persons, their belongings, or health of Native Species on or about the Property. (ii) Removal of Invasive Species; (iii) Planting, replanting, and maintaining Native Species; (iv) Construction of permitted Improvements with prompt restoration of soil and vegetation disturbed by such activity; (v) Stream, wetland, and riparian restoration and habitat enhancement conducted in accordance with the approved WFWR Mitigation Bank Instrument Modification NO. SWL2012-00397-2 or other Resource Management Plan to be provided to the Holder. 4864-8745-2599.1 (vi) Prescribed burns conducted in accordance with a Resource Management Plan approved by the Holder after Review. (vii) Owner may use, or permit the use of, service vehicles and motorized equipment on the Property provided that: (1) The use of such vehicles is reasonable and necessary for maintenance, security and/or emergency access to the Property, or for providing access to people with disabilities. (2) Vehicles take care to avoid ecologically significant areas and species of special conservation concern on the Property. (viii) Cutting or removing trees is permitted only as part of a Resource Management Plan and only trees greater than 6-inch diameter need to be approved by the Holder for the purposes of maintaining and improving natural areas and the ecological function of the Property. (ix) Application of manure and plant material, both well composted, and, subject to compliance with manufacturer's recommendations, other substances to promote the health and growth of vegetation. These permitted substances do not include sewage sludge, industrial sludge, biosolids, septic system sludge or effluent, and related substances; (x) Piling of brush and other vegetation to the extent reasonably necessary to accommodate permitted activities or uses. (xi) Maintaining existing open areas in an open and unforested condition, by mowing, brush hogging, grazing, and removal of woody regeneration; (xii) Design, construct, and maintain demonstration gardens for educational purposes and/or habitat improvement, including but not limited to rice fields, fruit and nut groves, vegetable gardens, and pollinator gardens. Demonstration gardens must contain continuous vegetative cover to protect the soil from erosion. (xiii) Other activities that Holder, without any obligation to do so, determines are consistent with Conservation Purposes and are conducted in accordance with a Resource Management Plan or other plan approved for that activity after Review. (c) Mitigation Activities. Owner may grant one (1) or more mitigation easements on portions of the Property to be subject to the Mitigation Activities ("Mitigation Areas"), and Owner or agents of Owner may undertake Mitigation Activities within such Mitigation Areas, and allow access to such areas across the Property as necessary to conduct such Mitigation Activities. 4864-8745-2599.1 (i) Holder grants the right of Owner to conduct stream and wetland Mitigation Activities, including activities in the Existing WFWR Mitigation Bank Instrument Modification NO. SWL2012-00397-2. The Owner shall provide written notice to Holder prior to conducting New Mitigation Activities, including the grant of New mitigation easements or agreements, which notice shall include a copy of the mitigation easement or agreement. Owner also agrees to provide written notice to Holder prior to commencement of any New Mitigation Activities on the Property and to provide Holder with a copy of the mitigation plan or nutrient bank plan, and any amendments thereto, prior to commencement of the Mitigation Activities, or activities provided for in any amendment of the plan. (ii) Owner retains the exclusive and sole rights to any payment for, or other benefits resulting from, the grant of a mitigation easement or nutrient bank agreement on the Property and for undertaking of any Mitigation Activities as reserved in this Section 3.02(c). (iii) Holder is not responsible for monitoring any Mitigation Activities and has no obligation to enforce the provisions of any permit(s), restriction(s), or easement(s) therefor, other than the provisions of this Easement. (d) Cultural Rights. Owner retains the right to grant cultural access to Indigenous communities, including but not limited to easements, licenses, and other interests for cultural activities such as harvesting native plants, ceremonies, and educational events. (e) Public Use and Access. Public access and use of the Property for the purpose of passive outdoor recreational activities and educational outreach to enhance quality of life is permitted. ARTICLE IV INTENTIONALLY OMITTED ARTICLE V INTENTIONALLY OMITTED ARTICLE VI RIGHTS AND DUTIES OF HOLDER AND BENEFICIARIES 6.01 Holder Covenants. In support of the Conservation Purposes, Holder declares the following covenants binding upon its easement interest in the Property: (a) Exercise of Powers. Holder must exercise the powers granted to it by this Easement to prevent and terminate activities, uses, and Improvements of the Property inconsistent with the Conservation Purposes; 4864-8745-2599.1 (b) Must be Qualified Organization. Holder must be and remain at all times a Qualified Organization and must not transfer this Conservation Easement or otherwise assign its rights or responsibilities under this Easement to a Person other than a Qualified Organization committed to upholding the Conservation Purposes; and (c) Proceeds Used for Conservation Purposes. Holder must use any funds received on account of the release, termination or extinguishment of this Conservation Easement in whole or in part in furtherance of its charitable conservation purposes; 6.02 Rights and Duties of Holder. The items set forth below are both rights and duties vested in Holder by this Easement: (a) Protect in Perpetuity. To protect the Conservation Purposes of the Property in perpetuity; (a) Enforcement. To enter the Property to investigate a suspected, alleged or threatened violation of the provisions of this Easement and, if found, to enforce the terms of this Easement by exercising Holder's remedies in this Easement. No prior Notice to Owner is required for entry on the Property by Holder when Holder, in good faith, believes such entry is necessary to terminate a violation or prevent a threatened violation which would significantly impair any Conservation Value. However, Holder shall first attempt to reach Owner by phone or email prior to such entry, and then provide a written explanation to Owner of the reason for such entry and a description of any actions taken immediately after such entry. (b) Inspection. To enter and inspect the Property for compliance with the requirements of this Easement in a reasonable manner and at reasonable times; (c) Review. To exercise rights of Review in accordance with the requirements of this Section; and (d) Interpretation. To interpret the terms of this Easement and, at the request of Owner, furnish Holder's explanation of the application of such terms to then -existing, proposed, or reasonably foreseeable conditions within the Property. 6.03 Amendment and Holder's Discretionary Approval Background. Owner and Holder have determined, in good faith, the limitations of any permissible modifications hereto. Owner and Holder recognize that natural conditions, landscapes, uses and technologies change over time. Holder and Owner recognize that unforeseen or changed future circumstances may arise which makes it beneficial or necessary to take certain action in order to ensure the continued protection of the Conservation Purposes of the Property and to guarantee the perpetual nature of this Conservation Easement. Additional proposed activities may require the exercise of discretion by Holder, as further described below. This Section therefore ensures that the Holder protects the Conservation Purposes of the Property in perpetuity. (a) Purpose. If approved by the Holder in its sole discretion, Owner and Holder have the right to modify this Easement. Holder may exercise its discretion in accordance with the 4864-8745-2599.1 provisions and limitations of this Section. Holder has no obligation to agree to any modification of this Easement. No modification shall adversely affect the perpetual duration of this Easement or the perpetual protection of its Conservation Purposes. (b) Amendment Requirements. Holder shall not consent to any amendment of this Easement unless Owner submits a written request for Amendment pursuant to Holder's existing amendment policy and such proposed Amendment qualifies under Holder's policy then in effect respecting conservation easement amendments. The effect of such Amendment shall enhance, or at least be neutral with respect to the Conservation Purposes of this Easement, shall comply with Code Section 170(h) and any Regulations promulgated pursuant to such section, shall comply with all applicable federal, state and local laws, shall be consistent with Holder's public mission, shall not jeopardize the Holder's tax-exempt status or status as a charitable organization under federal or state law, and shall not result in private inurement or confer impermissible private benefit. Owner and Holder may amend this Easement to be more restrictive to comply with the provisions of Code Section 2031(c). Holder may require subordination of any Lien arising after the Effective Date as a condition of permitting any substantive Amendment to this Easement. (c) General. Holder and Owner shall have no power or right to agree to any activity, use or structure that would (i) result in the extinguishment in full of this Easement; (ii) adversely affect the perpetual nature of this Easement; (iii) adversely affect the qualification of this Easement or the status of Holder under any Applicable Laws, including Code Sections 170(h), 501(c)(3), and the laws of the State of Arkansas; or (iv) result in either impermissible private benefit or inurement to any party. For purposes of this Section, the terms impermissible private benefit and inurement shall have the same meanings ascribed to them in Code Section 501(c)(3) and associated Regulations. (d) Discretionary Acts. Subject to the conditions and circumstances set forth below, Holder may consent to activities, structures or uses, issue waivers or licenses, or otherwise exercise discretion where this Easement is silent or ambiguous. Because of unforeseen or changed circumstances, if an activity, structure or use that is not expressly permitted under this Easement is deemed beneficial or necessary by Owner, Owner may request, and Holder may in its sole discretion grant, permission for such activity, structure or use without resorting to the formalities of Holder's amendment policy and process, subject to the following limitations: (i) such request for Holder's consent shall be made in writing and shall describe the proposed activity, structure or use in sufficient detail to allow Holder to evaluate the consistency of the proposed activity, structure or use with the preservation and protection of the Conservation Purposes; (ii) Holder may grant its consent only if it determines, in its sole discretion, that (A) the performance of such activity or activity or Construction of such structure is, in fact, beneficial or necessary; and (B) such activity, structure or use (x) shall not result in private inurement or confer impermissible private benefit, (y) results in neutral or enhanced Conservation Purposes of this Easement, and (z) does not violate the terms of this Easement. Owner shall not engage in the proposed activity, structure or use unless and until Owner receive Holder's approval in writing. (e) Costs. If Owner is the party requesting an Amendment of, or discretionary approval pursuant to, this Easement, Owner shall be responsible for all reasonable and customary fees and costs related to Holder's evaluation of said request and an Amendment's execution, including 4864-8745-2599.1 reasonable attorney's fees and costs, staff, contractor, legal, expert, and consultant fees and costs, and any costs associated with any updated Baseline Documentation Report prepared pursuant to the provisions of this Section. (f) Updated Baseline Documentation. In the event Owner and Holder agree to an Amendment or discretionary approval pursuant to this Section that results in alterations to the Property, then the Baseline Documentation Report shall be supplemented appropriately to reflect the scope, scale and intensity of the alterations. The supplement shall be acknowledged by Owner and Holder to memorialize the condition of the Property as of the date of the Amendment or discretionary approval. (g) Recording. Owner and the Holder shall execute any Amendment approved after following the procedures in this Section, and the revised document shall be recorded in the Public Records. (h) Form. Any modification that Holder determines, in its sole discretion, to be beneficial or necessary shall be in the form of either (i) an Amendment, in the case of a permanent modification of this Easement, including but not by way of limitation, a clerical or technical correction or modification of a reserved right; or (ii) a discretionary approval, waiver or consent in the case of a temporary activity or impact relating to the maintenance or management of the Property which does not require a permanent modification of this Easement. All Amendments and discretionary approval, waiver or consent shall be subject to this section. Nothing in this Section, however, shall require Owner or Holder to agree to any Amendment or discretionary approval, consent, or waiver. 6.04 Other Rights of Holder. The items set forth below are also rights vested in Holder by this Easement. However, Holder, in its discretion, may or may not exercise them: (a) Signs. To install one or more signs within the Property identifying the interest of Holder in this Conservation Easement. However, such signs will not reduce the number or size of signs permitted to Owner under this Easement. Signs are to be of the customary size installed by Holder and must be installed in locations readable from the public right-of-way and otherwise reasonably acceptable to Owner. (b) Proceedings. To assert a claim, defend, intervene in, or appeal, any proceeding under Applicable Law that (1) pertains to the impairment of Conservation Values; or (2) may result in a transfer, Improvement or use that violates the terms of this Easement. 6.05 Review. The following provisions are incorporated into any provision of this Easement that is subject to Review: (a) Notice to Holder. Unless advanced Notice is waived by Holder, at least 30 days before Owner intends to begin or allow an Improvement, activity, or use that is subject to Review, Owner must: (1) Notify Holder of the proposed Improvement, activity or use, including with the Notice such information as is reasonably sufficient to comply with 4864-8745-2599.1 Review Requirements and otherwise describe the proposal and its potential impact on the Conservation Purposes, and (2) receive Holder's approval therefor. (b) Notice to Owner. Upon receipt of Owner's Notice, Holder must review the proposed Improvement, activity or use, and Notify Owner of Holder's determination to (i) accept Owner's proposal in whole or in part; (ii) reject Owner's proposal in whole or in part; (iii) accept Owner's proposal conditioned upon compliance with conditions imposed by Holder; (iv) reject Owner's proposal for insufficient information upon which to base a determination; or (v) reject Owner's proposal for inconsistency with the Conservation Purposes. If Holder gives conditional acceptance under clause (iii), commencement of the proposed Improvement, activity, or use constitutes acceptance by Owner of all conditions set forth in Holder's Notice. (c) Time for Review. If requested by Owner, Holder must furnish its estimate of the time required to review the proposed change and use its best efforts and due diligence to Notify Owner of its determination within this time period. Otherwise, Holder must make its determination within thirty (30) days following receipt of Owner's Notice by Holder. (d) Failure to Notify. If Holder fails to Notify Owner as required in the preceding subsection, the proposal set forth in Owner's Notice is deemed disapproved. Because such disapproval is not a decision on the merits by the Holder, it is not final or binding on the Holder and the Owner can re -submit the same or a similar request for approval. Nevertheless, Owner may not undertake any activity or use for which approval has been requested until approval pursuant to this Section 6.05 has been granted by Holder. (e) Reasonableness Standard. Upon review, the phrase "unless Holder, without any obligation to do so," in relation to an approval or determination by Holder, means that, in that particular case, Holder's approval is wholly discretionary. Holder's approval is not to be unreasonably withheld. It is reasonable for Holder to disapprove a proposal that may adversely affect natural resources described in the Conservation Purposes or that is otherwise inconsistent with maintenance or attainment of Conservation Purposes. Owner and Holder shall act in good faith; shall follow a reasonableness standard; shall use their best efforts to act in a timely manner in any determinations that are necessary or are contemplated to be made (either separately or jointly) under this Conservation Easement; shall cooperate with one another; and shall take all other reasonable action suitable to these ends. 6.06 Costs and Expenses. Owner must pay or reimburse Holder's costs and expenses (including Losses, Litigation Expenses, allocated personnel costs, and reasonably incurred liabilities) in connection with: (a) successful judicial enforcement (including exercise of remedies) under the terms of this Easement; and (b) response to requests by Owner for Amendment of this Easement. Owner may, before commencement of Holder's services, request an estimate of the costs and expenses Holder anticipates to incur in responding to Owner's request for any Amendment of this Easement. Owner is not responsible to reimburse costs and expenses arising from Holder's response to an inquiry or request by a Person other than Owner without Owner's approval. 4864-8745-2599.1 ARTICLE VII. VIOLATION; REMEDIES 7.01 Violation. If Holder determines that the terms of this Easement have been violated, or that a violation is threatened or imminent, then the provisions of this Section apply: (a) Notice. Holder must Notify Owner of the violation or threatened violation of which it is aware. Holder's Notice may include its recommendation of measures Owner must take to cure the violation and restore features of the Property damaged or altered as a result of the violation. (b) Opportunity to Cure. Owner's cure period expires thirty (30) days after the date of Holder's Notice to Owner subject to extension for the time reasonably necessary to cure, but only if all of the following conditions are satisfied: (i) Owner ceases the activity constituting the violation or threatened violation promptly upon receipt of Holder's Notice; (ii) Owner and Holder agree, within the initial 30-day period, upon the measures Owner will take to cure the violation; (iii) Owner commences to cure within the initial 30-day period; and (iv) Owner continues thereafter to use best efforts and due diligence to complete the agreed upon cure within the initial 30-day period. (c) Imminent Harm. No Notice or cure period is required if Holder determines that circumstances require prompt action to prevent or mitigate irreparable harm to or alteration to a natural resource or other feature of the Property described in the Conservation Purposes and Conservation Values. 7.02 Remedies. Upon expiration of the cure period (if any) described in the preceding Section, and failing correction of the violation by Owner as provided above, Holder may do one or more of the following: (a) Injunctive Relief. Seek injunctive relief to specifically enforce the terms of this Easement, to restrain present or future violations of the terms of this Easement, and/or to compel restoration of any Conservation Values destroyed or altered as a result of the violation to the condition that existed on the Effective Date, or to such other condition as may exist consistent with the provisions of this Easement; (b) Civil Action. Recover from Owner or other Persons responsible for the violation all sums owed to Holder under applicable provisions of this Easement together with interest 4864-8745-2599.1 thereon from the date due at the Default Rate. These monetary obligations include, among others, Losses and Litigation Expenses; and (c) Statutory. Bring a private right of action pursuant to the Arkansas Conservation Easement enforcement provision found at Ark. Code Ann. § 15-20-409, including all remedies available pursuant to that law. 7.03 Modification or Termination. If this Conservation Easement is or is about to be modified or terminated by exercise of the power of eminent domain (condemnation) or adjudication of a court of competent jurisdiction sought by a Person other than Holder, the following provisions apply: (a) Compensatory Damages. Holder is entitled to collect from the Person seeking the modification or termination, compensatory damages in an amount equal to the increase in Market Value of the Property resulting from the modification or termination plus reimbursement of Litigation Expenses as if a violation had occurred. In the event of an extinguishment of the Conservation Easement, Holder is entitled to the greater of the compensation provided under this Section or the compensation provided under any other provision of this Easement; and (b) Restitution. Holder is entitled to recover from the Person seeking the modification or termination: (i) restitution of amounts paid for this Easement (if any) and any other sums invested in the Property for the benefit of the public as a result of rights vested by this Easement, plus (ii) reimbursement of Litigation Expenses. 7.04 Remedies Cumulative. The description of Holder's remedies in this Article VII does not preclude Holder from exercising any other right or remedy that may at any time be available to Holder under this Article or Applicable Law. If Holder chooses to exercise one remedy, Holder may nevertheless choose to exercise one or more of the other rights or remedies available to Holder at the same time or at any other time. 7.05 Waivers. Holder in its discretion may provide a Waiver if Holder determines that the Waiver will have no material effect on the Conservation Purposes. If Holder does not exercise a right or remedy when it is available to Holder, that is not to be interpreted as a Waiver of any non- compliance with the terms of this Easement or a Waiver of Holder's rights to exercise its rights or remedies at another time. 7.06 No Fault of Owner. Holder may waive its right to reimbursement under this Article VII as to Owner (but not other Persons who may be responsible for the violation) if Holder is reasonably satisfied that the violation was not the fault of Owner and could not have been anticipated or prevented by Owner by reasonable means. 7.07 Multiple Owners. (a) Liability of Owners of Different Portions of the Property. If different Persons own portions of the Property, only Owners of the portion with respect to which a violation has occurred, or is threatened, will be held responsible for the violation or threatened violation. 4864-8745-2599.1 (b) Liability of Owners of a Single Portion of the Property. If more than one Person owns of a portion of the Property with respect to which a violation has occurred, or is threatened, then the Owner who has caused the violation, or threatened to violate the terms of this Easement shall be held solely liable. If all of the Persons who are Owners caused the violation, or threatened to violate this Easement, then each Owner may be held liable for the damages resulting from the violation, or threatened violation, in proportion to their ownership interest in the Property. For the avoidance of doubt, an Owner of 50% of a portion of the Property shall not be held liable for more than 50% of the damages resulting from a violation or threatened violation. ARTICLE VIII MISCELLANEOUS 8.01 Notices. (a) Requirements. Each Person giving any notice pursuant to this Conservation Easement (each a "Notice") must give the Notice in writing and must use one of the following methods of delivery: (i) personal delivery; (ii) certified mail, return receipt requested and postage prepaid; or (iii) nationally recognized overnight courier, with all fees prepaid. Each time the term "Notify" is used herein, it shall be deemed to refer to sending a Notice in accordance with this Article. (b) Address for Notices. Each Person giving a Notice must address the Notice to the appropriate Person as the receiving parry at the address listed below or to another address designated by that Person by Notice to the other Person: If to Owner: Watershed Conservation Resource Center 380 West Rock Street Fayetteville, AR 72701 City of Fayetteville 113 West Mountain Street Fayetteville, AR 72701 If to Holder: Northwest Arkansas Land Trust 1725 S. Smokehouse Trail Fayetteville, Arkansas 72701 8.02 Duty to update. Owner and Holder shall provide Notice to the other within thirty (30) days of a change in address specifying a New address for Notices. 8.03 Governing Law. The laws of the State of Arkansas, and the United States, govern this Easement. 4864-8745-2599.1 8.04 Assignment and Transfer. Neither Owner nor Holder may assign or otherwise transfer any of their respective rights or duties under this Conservation Easement voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law or any other manner except pursuant to the provisions of this Section 8.04. Any purported assignment or transfer in violation of this Section 8.04 is void. (a) Notice Required. Not less than thirty (30) days prior to transfer of the Property or a Lot, or any portion thereof or interest therein, Owner must Notify Holder of the name(s) and address for Notice purposes of the Person who will become Owner following the transfer. At the time Holder is Notified of the transfer, Owner shall pay a $10 transfer fee to Holder. (b) Prior to Transfer. Owner authorizes Holder to (i) contact the Persons to whom the Property or Lot will be transferred and other Persons representing Owner or the prospective transferees to discuss with them this Easement and, if applicable, other pertinent documents; and (ii) enter the Property to assess compliance with this Easement. (c) Ending Continuing Liability. If Holder is not notified per this Section's requirement, it is not the obligation of Holder to determine whether a violation first occurred before or after the date of the transfer. The pre -transfer Owner continues to be liable on a joint and several basis with the post -transfer Owner for the correction of violations under this Easement until such time as Holder is given the opportunity to inspect and all violations noted in Holder's resulting inspection report are cured. (d) Subsequent Deeds and Transfers. This Easement must be incorporated by reference in any deed or other legal instrument by which Owner conveys any interest in the Property, including without limitation, a leasehold or mortgage interest. The failure of Owner to perform any act required by this subsection shall not impair the validity of this Easement or limit its enforceability in any way. 8.05 Burdens; Benefits. This Easement binds and benefits Owner and Holder and their respective personal representatives, successors, and assigns. (a) Binding on All Owners. This Easement vests a servitude running with the land and binding upon Owner and, upon recordation in the Public Records, all subsequent Owners of the Property or any portion of the Property are bound by its terms whether or not Owners had actual Notice of this Easement and whether or not the deed of transfer specifically referred to the transfer being under and subject to this Easement. (b) Rights Exclusive to Holder. Except for rights of Beneficiaries (if any) under this Easement, only Holder has the right to enforce the terms of this Easement and exercise other rights of Holder. Owners of Lots within the Property do not have the right to enforce the terms of this Easement against Owners of other Lots within the Property. Only Owners of the Lot that is the subject of a request for Review, Waiver, Amendment, interpretation, or other decision by Holder have a right to Notice of, or other participation in, such decision. 8.06 Documentation Requirements. 4864-8745-2599.1 (a) Between Holder and Owner. No Amendment, Waiver, approval after Review, interpretation, or other decision by Holder is valid or effective unless it is in writing and signed by an authorized signatory for Holder. This requirement may not be changed by oral agreement. The grant of an Amendment or Waiver in any instance or with respect to any Lot does not imply that an Amendment or Waiver will be granted in any other instance. (b) Between Holder and Assignee. Any assignment of Holder's rights under this Easement, if otherwise permitted under this Easement, must be in a document signed by both the assigning Holder and the assignee Holder. The assignment document must include a covenant by which the assignee Holder assumes the covenants and other obligations of Holder under this Easement. The assigning Holder must deliver to the assignee Holder the Baseline Documentation Report and such other documentation in Holder's possession reasonably needed to uphold the Conservation Purposes. 8.07 Severability. If any provision of this Conservation Easement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Conservation Easement remain valid, binding and enforceable. To the extent permitted by Applicable Law, the parties waive any provision of Applicable Law that renders any provision of this Conservation Easement invalid, illegal or unenforceable in any respect. 8.08 Counterparts. This Conservation Easement may be signed in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one document. 8.09 Guides to Interpretation. (a) Captions. Except for the identification of defined terms in the Glossary, the descriptive headings of this Conservation Easement are for convenience only and do not constitute a part of this Conservation Easement. (b) Glossary. If any term defined in the Glossary is not used in this Conservation Easement, the defined term is to be disregarded as surplus material. (c) Other Terms. (i) The word "including" means "including but not limited to". (ii) The words "must" and "shall" are obligatory; the word "may" is permissive and does not imply any obligation. (d) Conservation Easement Act. This Conservation Easement is intended to be interpreted so as to convey to Holder all of the rights and privileges of a Holder of a conservation easement under the Arkansas Conservation Easement Act, Ark. Code. Ann. § 15-20-401 et seq., and any amendments, replacements, or successors to that law. 4864-8745-2599.1 (e) Restatement (Third) of the Law of Property: Servitudes. This Conservation Easement is intended to be interpreted so as to convey to Holder all of the rights and privileges of a Holder of a conservation servitude under the Restatement (Third) of the Law of Property, to the extent that Arkansas law or other Applicable Law does not provide sufficient guidance. 8.10 Entire Agreement. This Easement, and the exhibits attached hereto and made a part hereof, and the Baseline Documentation Report constitute the entire agreement of Owner and Holder pertaining to this Conservation Easement. The terms of this Conservation Easement supersede in full all negotiations, agreements, statements and writings between Owner, Holder and others pertaining to this transaction. 8.11 Incorporation by Reference. Each exhibit attached to this Conservation Easement is incorporated herein by this reference. The Baseline Documentation Report (whether or not attached to this Conservation Easement) is incorporated herein by this reference. 8.12 Jurisdiction; Venue. Holder and Owner submit to the exclusive jurisdiction of the courts of the State of Arkansas located in Washington County and agree that any legal action or proceeding relating to this Easement or the Conservation Easement may be brought only in the courts located in such county. ARTICLE IX. GLOSSARY As used herein, the following terms will have the meanings set out in this Article IX. Access Drive(s). Roads, drives or lanes providing vehicular access to or located within the Property. Additional Improvements. All buildings, structures, facilities and other Improvements within the Property, whether temporary or permanent, other than Existing Improvements. Amendment. An amendment, modification or supplement to this Easement signed by Owner and Holder and recorded in the Public Records. The term "Amendment" includes an amendment and restatement of this Easement. Applicable Law. Any federal, state or local laws, statutes, codes, ordinances, standards and regulations applicable to the Property, this Conservation Easement as amended through the applicable date of reference. If this Easement is intended to meet the requirements of a qualified conservation contribution, then applicable provisions of the Code and the Regulations are also included in the defined term. Beneficiary(ies). A Person given rights under the terms of this Conservation Easement (other than Owner and Holder). Best Management Practices. A series of guidelines or minimum standards (sometimes referred to as BMPs) recommended by federal, state, and/or county resource management agencies for 4864-8745-2599.1 farming and Forestry operations; for preventing and reducing pollution of water resources and other disturbances of soil, water, and vegetative resources; and for protecting wildlife habitats. Code. The Internal Revenue Code of 1986, as amended through the applicable date of reference. Conservation Easement Act. The Arkansas Conservation Easements Act (Ark. Code Ann. § 15- 20-401 et seq.) as amended through the applicable date of reference. Construction. Any demolition, construction, re -construction, expansion, exterior alteration, installation or erection of temporary or permanent Improvements. This term does not include dredging, mining, filling or removal of gravel, soil, rock, sand, coal, petroleum or other minerals. Default Rate. An annual rate of interest equal at all times to two percent (2.0%) above the "prime rate" announced from time to time in The Wall Street Journal; provided, however, that the Default Rate shall never exceed the maximum rate allowed under Applicable Law. Effective Date. The date and time when this Easement was first put to Public Record. Environmental Laws. Any and all federal, state, local, or administrative agency statutes, regulations, rules, codes, ordinances or requirements of any governmental authority regulating or imposing standards of liability or standards of conduct (including common law) regarding air, water, solid waste, hazardous materials, petroleum products, worker and community right -to - know, hazard communication, radioactive material, resource protection, wetlands and watercourses, health protection and similar environmental health, safety, building and land use laws and regulations as may now or at any time hereafter be in effect. Excluded Areas. Land owned by the Owner on the Effective Date and shown on Exhibit "B" as "Excluded Areas". Existing Improvements. All buildings, structures, facilities and other improvements, whether temporary or permanent, located on, above or under the Property as of the Effective Date as identified in the Baseline Documentation Report. Forestry. Planting, growing, nurturing, managing and harvesting trees whether for timber and other useful products or for water quality, wildlife habitat and other Conservation Purposes. Improvement. Any Existing Improvements or Additional Improvements. Invasive Species. A plant species that is (a) Non -Native Species to the ecosystem under consideration; and (b) whose introduction causes or is likely to cause economic or environmental harm or harm to human health. In cases of uncertainty, published atlases are to be used to identify Invasive Species. Lien. Any mortgage, lien or other encumbrance securing the payment of money. 4864-8745-2599.1 Litigation Expense. Any filing fee or cost associated with any court or administrative review body, arbitration fee or cost, witness fee and every other fee and cost of investigating, defending, appealing, or asserting any claim of violation under this Easement including in each case, attorneys' fees, other professionals' fees, and disbursements. Losses. Any liability, loss, claim, settlement payment, cost, expense, interest, award, judgment, damages (including punitive damages), diminution in value, fines, fees and penalties or other charge other than a Litigation Expense. Lot. A unit, lot, or parcel of real property separated or transferable for separate ownership or lease under Applicable Law. Low Impact Design. Design techniques that use or mimic natural processes that result in minimal interference with the Conservation Purposes. Market Value. The fair value that a willing buyer, under no compulsion to buy, would pay to a willing seller, under no compulsion to sell as established by appraisal in accordance with the then - current edition of Uniform Standards of Professional Appraisal Practice issued by the Appraisal Foundation or, if applicable, a qualified appraisal in conformity with 26 C.F.R. § 1.170A-13. Mitigation Activities. The activities permitted by or required under a mitigation bank instrument approved by all necessary governmental agencies. Native Species. A plant or animal indigenous to the locality under consideration. In cases of uncertainty, published atlases are to be used to establish whether or not a species is native. New. Occurring or established after the Effective Date. Non -Native Species. A plant or animal that is not indigenous (alien) to the locality under consideration. In cases of uncertainty, published atlases are to be used to establish whether or not a species is non-native. Open Space. Open Space is any open piece of land that is undeveloped and helps enhance the beauty and environmental quality of a community for the benefit of the general public. Owner/Ownership. Owner and all Persons after them who hold an interest in the Property. Passive Recreational Use. Recreational uses that involve minimum alteration to vegetation and topography. Uses include but are not limited to non -team sports like hiking, bicycling, bird watching, picnicking, and non -motorized boating. Person(s). An individual, organization, trust, government or other entity. Public Records. The public records of the office for the recording of deeds in and for the county in which the Property is located. 4864-8745-2599.1 Qualified Organization. A governmental or non-profit entity that (a) is established as a public charity for the purpose of preserving and conserving natural resources, natural habitats, environmentally sensitive areas and other charitable, scientific and educational purposes; (b) meets the criteria of a qualified organization under the Regulations; and (c) is duly authorized to acquire and hold conservation easements under Applicable Law. Regulations. The provisions of 26 C.F.R. §1.170A-14, and any other regulations promulgated under the Code that pertain to qualified conservation contributions, as amended through the applicable date of reference. Resource Management Plan. A record of the decisions and intentions of Owner prepared by a qualified resource management professional for the purpose of protecting natural resources that the Conservation Purposes aim to protect during certain operations potentially affecting those resources. It includes a resource assessment, identifies appropriate performance standards (based upon Best Management Practices where available and appropriate), and projects a multi -year description of planned activities for operations to be conducted in accordance with the plan. Review. Review and approval of Holder under the procedure described in Article VI. Review Requirements. Collectively, any plans, specifications or information required for approval of the activity, use or Construction under Applicable Law (if any) plus (a) the information required under the Review Requirements incorporated into this Conservation Easement either as an exhibit or as part of the Baseline Documentation Report or (b) if the information described in clause (a) is inapplicable, unavailable or insufficient under the circumstances, the guidelines for Review of submissions established by Holder to provide sufficient information to conduct its Review. Subdivision. Any division of the Property or any Lot within the Property; and any creation of a unit, Lot or parcel of real property, including subsurface portions of the Property, for separate use or Ownership by any means including by lease or by implementing the condominium form of Ownership. Utility Improvements. Improvements for the reception, storage, or transmission of potable water, storm water, sewage, electricity, gas and telecommunications or other sources of power. Waiver. A written commitment by which Holder, without any obligation to do so, agrees to refrain from exercising one or more of its rights and remedies for a specific period of time with respect to a specific set of circumstances if Holder is satisfied that the accommodation will have no material effect on Conservation Purposes. 4864-8745-2599.1 INTENDING TO BE LEGALLY BOUND, each of Owner and Holder, by its duly authorized representative, have signed and delivered this Conservation Easement as of the Effective Date. This Easement may be executed in multiple counterparts, which, when taken together, shall constitute a single instrument. OWNER: Watershed Conservation Resource Center By: Sandi J. Formica, Ex cutive Director ACKNOWLEDGEMENT STATE OF ARKANSAS ) ss COUNTY OF On this day before me, the undersigned Notary Public, duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named SANDI FORMICA (being the person or persons authorized by said entity, to execute such instrument, stating their respective capacities in that behalf), to me personally well known (or satisfactorily proven to be such person), who stated that she was the President of the WATERSHED CONSERVATION RESOURCE CENTER, and duly authorized in this capacity to execute the foregoing instrument for and in the name and behalf of said entity, and further stated and acknowledged that she had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN WITNESS WHEREOF I have hereunto set my hand and seal, this the pI Ad day of 2024. My Commission Expires: -4 - / .5 - =9 Notary Public LORI LINN Notary Public -Arkansas Washington County My Commission Expires04-15-2029 Commission#12707395 4864-8745-2599.1 INTENDING TO BE LEGALLY BOUND, each of Owner and Holder, by its duly authorized representative, have signed and delivered this Conservation Easement as of the Effective Date. This Easement may be executed in multiple counterparts, which, when taken together, shall constitute a single instrument. OWNER: City of Fayetteville ATTEST: =0. E AYFTT SEAL ara Paxton, ity Clerk/Treasur(�YLs"-�,h ACI'NiJWLEDGEMENT STATE OF ARKANSAS ) ss COUNTY OF �� ) On this day before me, the undersigned Notary Public, duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named LIONELD JORDAN and KARA PAXTON (being the person or persons authorized by said entity, to execute such instrument, stating their respective capacities in that behalf), to me personally well known (or satisfactorily proven to be such person), who stated that they were the MAYOR and CITY CLERK/TREASURER, respectively, of the CITY OF FAYETTEVILLE, and duly authorized in those capacities to execute the foregoing instrument for and in the name and behalf of said entity, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN WITNESS WHEREOF I have hereunto set my hand and seal, this the -97— day of i , 2024. M C9mmission Expires: d"4�04 1 2-11 ZD 33 Notary P lic 0 NOD L,� .••.RFit,��i 2' .off %oTAgyr'�•. �q• Q� P`` 4864-8745-2599.1 '���iy4��•;� a2�•�},� INTENDING TO BE LEGALLY BOUND, each of Owner and Holder, by its duly authorized representative, have signed and delivered this Conservation Easement as of the Effective Date. This Easement may be executed in multiple counterparts, which, when taken together, shall constitute a single instrument. HOLDER: NORTHWEST ARKANSAS LAND TRUST, an Arkansas non-profit corporation By: Jerij Burb' e, President ACKNOWLEDGEMENT STATE OF ARKANSAS ) ss COUNTY OF WasWw,�ty� ) On this day before me, the undersigned Notary Public within and for the County and State aforesaid, duly commissioned, qualified and acting, appeared the within named JENNY BURBIDGE, the President of NORTHWEST ARKANSAS LAND TRUST, an Arkansas non- profit corporation, and stated and acknowledged that they were duly authorized as such officers to execute the foregoing instrument for and in the name and behalf of said corporation and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration and purposes therein mentioned and set forth. IN WITNESS WHEREOF, I have hereunto set my hand and seal as such Notary Public on this the 3 day of �)cLemloer , 2024. My Commission Expires: 111� ��� otary Public JENNISTODDARD Notary Public - Arkansas Washington County Commission p 12723164 My Commission Expires Apr 79, 7011 3u':IPT'k: 4864-8745-2599.1 INTENDING TO BE LEGALLY BOUND, each of Owner and Holder, by its duly authorized representative, have signed and delivered this Conservation Easement as of the Effective Date. This Easement may be executed in multiple counterparts, which, when taken together, shall constitute a single instrument. HOLDER: NORTHWEST ARKANSAS LAND TRUST, an Arkansas non-profit corporation B ,C-1Z Y• Eileen Jen gs, cretary/ a urer ACKNOWLEDGEMENT STATE OF ARKANSAS } } ss COUNTY OFyVGISh✓l�nh,� ) On this day before me, the undersigned Notary Public within and for the County and State aforesaid, duly commissioned, qualified and acting, appeared the within named EILEEN JENNINGS, the Secretary/Treasurer of NORTHWEST ARKANSAS LAND TRUST, an Arkansas non-profit corporation, and stated and acknowledged that they were duly authorized as such officers to execute the foregoing instrument for and in the name and behalf of said corporation and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration and purposes therein mentioned and set forth. IN WITNESS WHEREOF, I have hereunto set my hand and seal as such Notary Public on this the .3 day of Q�c,cml,,c,r 72024. My Commission Expires: JIr 641 2-1 1 d DS3 tary Public JENNISTODDARD Emy otary Public - Arkansas Washington County ommission # 12723164 mission Expires Apr 7..9. 2033 4864-8745-2599.1 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY A PART OF THE NORTH HALF OF SECTION 24, TOWNSHIP 16 NORTH, RANGE 30 WEST, FIFTH PRINCIPAL MERIDIAN, WASHINGTON COUNTY, ARKANSAS, ALSO BEING LOTS 31, 32, 33 AND A PART OF LOT 34 AND THE WEST 150 FEET OF LOT 30 ALL IN W. E. ANDERSON FARM, FAYETTEVILLE, WASHINGTON COUNTY, ARKANSAS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NE CORNER OF THE NW 1/4 OF SAID SECTION 24, SAID POINT BEING AN EXISTING ARKANSAS STATE LAND SURVEY MONUMENT; THENCE N87017'32"W 267.56 FEET TO AN EXISTING TREE; THENCE S02037'58" W 79.99 FEET ALONG AN EXISTING FENCE TO AN EXISTING IRON; THENCE N76°44'53" W 137.32 FEET ALONG SAID FENCE TO AN EXISTING IRON; THENCE N62145'34" W 71.64 FEET ALONG SAID FENCE TO AN EXISTING IRON; THENCE N41°55'19" W 35.30 FEET ALONG SAID FENCE TO AN EXISTING IRON; THENCE N87017'27" W 1492.08 FEET TO AN EXISTING IRON; THENCE S03041'53" W 245.52 FEET TO AN EXISTING IRON; THENCE S43°43'28" W 142.79 FEET TO A SET 1/2" IRON REBAR; THENCE S53047'21" E 60 FEET TO A SET 1/2" IRON REBAR; THENCE S36015'07" W 117.47 FEET TO A SET COTTON SPINDLE IN THE CENTER OF DEAD HORSE MOUNTAIN ROAD, SAID POINT BEING ON A 217.66 FOOT RADIUS CURVE CONCAVE TO THE SW; THENCE SOUTHEASTERLY 30.47 FEET ALONG SAID CURVE AND CENTERLINE, THE CHORD FOR WHICH BEING S54°19'28" E 30.45 FEET, TO THE BEGINNING OF A 5423.40 FOOT RADIUS CURVE CONCAVE TO THE SW; THENCE SOUTHEASTERLY 370.56 FEET ALONG SAID CURVE AND CENTERLINE, THE CHORD FOR WHICH BEING S47046'55"E 370.49, TO THE BEGINNING OF A 694.04 FOOT RADIUS CURVE CONCAVE TO THE SW; THENCE SOUTHEASTERLY 95.89 FEET ALONG SAID CURVE AND CENTERLINE, THE CHORD FOR WHICH BEING S40026'04" E 95.81 FEET TO THE POINT OF TANGENCY; THENCE S36006'34" E 76.44 FEET ALONG SAID CENTERLINE TO THE BEGINNING OF A 1247.75 FOOT RADIUS CURVE CONCAVE TO THE SW; THENCE SOUTHEASTERLY 82.07 FEET ALONG SAID CURVE AND CENTERLINE, THE CHORD FOR WHICH BEING S33035'25" E 82.06 FEET, TO THE BEGINNING OF A 687.25 FOOT RADIUS CURVE CONCAVE TO THE SW; THENCE SOUTHEASTERLY 304.45 FEET ALONG SAID CURVE AND CENTERLINE, THE CHORD FOR WHICH BEING S18018'49" E 301.96 FEET, TO THE POINT OF TANGENCY; THENCE S07105'32" E 197.98 FEET ALONG SAID CENTERLINE TO A POINT IN THE CENTER OF THE WEST FORK OF THE WHITE RIVER; THENCE LEAVING THE CENTER OF SAID ROAD AND FOLLOWING THE CENTERLINE OF SAID RIVER, THE FOLLOWING BEARINGS AND DISTANCES: N76051'46" E 48.71 FEET; N89°04'28" E 46.50 FEET; S81028'57" E 142.46 FEET; S35005'52"E 87.27 FEET; S28002'53"E 47.95 FEET; S37042'29"E 173.04 FEET; S59038'36"E 40.93 FEET; S79054'36"E 14.40 FEET; N89018'23"E 332.24 FEET; N75026'52"E 93.24 FEET; S65057'38"E 190.87 FEET; N82023'33"E 61.09 FEET; S78046'21"E 151.61 FEET; S67037'47"E 30.87 FEET; S47056'59"E 63.17 FEET; S28008'49"E 72.72 FEET; S17050'35"E 146.94 FEET; S21037'34"E 122.77 FEET; 4864-8745-2599.1 S32023'37"E 61.75 FEET; S42051'3911E 132.74 FEET; TO A POINT FROM WHICH A 1/2" REFERENCE IRON SET ON THE NORTH SIDE OF SAID RIVER BEARS N02042'07"E 132.73 FEET; THENCE LEAVING THE CENTER OF SAID RIVER, N02042'07"E 2209.18 FEET TO AN EXISTING IRON; THENCE N87'14'59"W 149.78 TO THE POINT OF BEGINNING, CONTAINING 72.51 ACRES, MORE OR LESS. THE ABOVE DESCRIBED 72.51 ACRE TRACT BEING SUBJECT TO THE RIGHT-OF-WAY OF DEAD HORSE MOUNTAIN ROAD AND ANY OTHER EASEMENTS AND/OR RIGHTS -OF -WAY WHETHER OR NOT OF RECORD. AND A PART OF THE SECTION 24, TOWNSHIP 16 NORTH, RANGE 30 WEST OF THE FIFTH PRINCIPAL MERIDIAN, WASHINGTON COUNTY, ARKANSAS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF THE SW1/4 OF SAID SECTION 24, SAID POINT BEING AN EXISTING FENCE CORNER POST; THENCE N87007'44"W 1131.73 FEET; THENCE NO1°59'36"E 1847.14 FEET TO AN EXISTING COTTON SPINDLE AT THE CENTERLINE INTERSECTION OF DEAD HORSE MOUNTAIN ROAD AND GOFF FARM ROAD FOR THE TRUE POINT OF BEGINNING; THENCE N05041'47"W 956.78 FEET ALONG THE CENTERLINE OF SAID DEAD HORSE MOUNTAIN ROAD TO A POINT; THENCE N05035'48"W 451.40 FEET ALONG SAID CENTERLINE TO A POINT; THENCE N07°05'32"W 660.05 FEET ALONG SAID CENTERLINE TO A POINT IN THE CENTER OF THE WEST FORK OF THE WHITE RIVER; THENCE LEAVING THE CENTER OF SAID DEAD HORSE MOUNTAIN ROAD AND FOLLOWING THE CENTERLINE OF SAID RIVER, FOLLOWING BEARINGS AND DISTANCES: N76051'46"E 48.71 FEET; N89004'28"E 46.50 FEET; S81028'57"E 142.46 FEET; S35005'52"E 87.27 FEET; S28002'53"E 47.95 FEET; S37042'29"E 173.04 FEET; S59038'36"E 40.93 FEET; S79054'36"E 14.40 FEET; N89018'23"E 332.24 FEET; N75026'52"E 93.24 FEET; S65057'38"E 190.87 FEET; N82023'33"E 61.09 FEET; S78046'21"E 151.61 FEET; S67037'47"E 30.87 FEET; S47056'59"E 63.17 FEET; S28008'49"E 72.72 FEET; S17050'35"E 146.94 FEET; S21037'34"E 58.02 FEET TO A POINT FROM WHICH AN EXISTING REFERENCE IRON ON THE SOUTH SIDE OF SAID RIVER BEARS S53000'46"W 87.99 FEET; THENCE LEAVING THE CENTER OF SAID RIVER, S53000'46"W 389.56 FEET TO AN EXISTING IRON; THENCE N69051'02"W 506.15 FEET TO AN EXISTING IRON; THENCE S15024'43"W 1372.71 FEET TO A SET COTTON SPINDLE IN THE CENTER OF GOFF FARM ROAD; THENCE S85014'52"W 73.69 FEET TO THE POINT OF BEGINNING, CONTAINING 26.13 ACRES, MORE OR LESS. THE ABOVE DESCRIBED 26.13 ACRE TRACT BEING SUBJECT TO THE RIGHT-OF-WAY OF DEAD HORSE MOUNTAIN ROAD, GOFF FARM ROAD AND ANY OTHER EASEMENTS AND/OR RIGHTS -OF -WAY WHETHER OR NOT OF RECORD. Exhibit A -Legal Description 4864-8745-2599.1 LESS AND EXCEPT A PART OF THE NORTH HALF (N 1 /2) OF SECTION TWENTY—FOUR (24), TOWNSHIP SIXTEEN (16) NORTH, RANGE THIRTY (30) WEST OF THE FIFTH PRINCIPAL MERIDIAN, WASHINGTON COUNTY, ARKANSAS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER (NW1/4) OF SAID SECTION TWENTY—FOUR (24), SAID POINT BEING AN EXISTING ARKANSAS STATE LAND SURVEY MONUMENT; THENCE N87'17'32"W 267.56 FEET TO AN EXISTING TREE; THENCE S02'37'58"W 79.99 FEET ALONG AN EXISTING FENCE TO AN EXISTING IRON; THENCE N76'44'53"W 137.32 FEET ALONG SAID FENCE TO AN EXISTING IRON; THENCE N62'45'34"W 71.64 FEET ALONG SAID FENCE TO AN EXISTING IRON; THENCE N41'55'19"W 35.30 FEET ALONG SAID FENCE TO AN EXISTING IRON; THENCE N87' 1 7'27"W 314.59 FEET TO A SET 1 /2" IRON REBAR W/PLS CAP 1 005 FOR THE TRUE POINT OF BEGINNING; THENCE S05'14'34"E 53.33 FEET TO A SET 1 /2" IRON REBAR W/PLS CAP 1005; THENCE S70'54'56"W 806.55 FEET TO A SET 1 /2" IRON REBAR W/PLS CAP 1005; THENCE N 1 5' 1 9'20"W 214.01 FEET TO A SET 1 /2" IRON REBAR W/PLS CAP 1005; THENCE N64'57' 1 8"E 37.12 FEET TO A SET 1/2" IRON REBAR W/PLS CAP 1005; THENCE N22'58'53"W 15.01 FEET TO A SET 1 /2" IRON REBAR W/PLS CAP 1005; THENCE N63'03'57"E 238.46 FEET TO A SET 1 /2" IRON REBAR W/PLS CAP 1005 AT THE NORTH LINE OF SAID SECTION TWENTY—FOUR (24); THENCE S87'17'27"E 240.92 FEET ALONG THE NORTH LINE OF SAID SECTION TWENTY—FOUR (24) TO AN EXISTING IRON; THENCE S87' 1 7'27"E 333.25 FEET TO THE POINT OF BEGINNING, CONTAINING 3.49 ACRES, MORE OR LESS. THE ABOVE DESCRIBED 3.49 ACRE TRACT BEING SUBJECT TO ANY EASEMENTS AND/OR RIGHTS —OF —WAY WHETHER OR NOT OF RECORD. Exhibit A — Legal Description 4864-8745-2599.1 AND LESS AND EXCEPT A PART OF SECTION TWENTY-FOUR (24), TOWNSHIP SIXTEEN (16) NORTH, RANGE THIRTY (30) WEST OF THE FIFTH PRINCIPAL MERIDIAN, WASHINGTON COUNTY, ARKANSAS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF THE SOUTHWEST QUARTER (SW1 /4) OF SAID SECTION TWENTY-FOUR (24), SAID POINT BEING AN EXISTING FENCE CORNER POST; THENCE N87'07'44"W 1131.73 FEET; THENCE N01 `59'36"E 1847.14 FEET TO AN EXISTING COTTON SPINDLE AT THE CENTERLINE INTERSECTION OF DEAD HORSE MOUNTAIN ROAD AND GOFF FARM ROAD; THENCE N85'14'52"E 39.19 FEET ALONG THE CENTERLINE OF GOFF FARM ROAD TO THE TRUE POINT OF BEGINNING; THENCE LEAVING THE CENTERLINE OF SAID GOFF ROAD, N05`43'42"W 697.44 FEET ALONG THE EAST RIGHT-OF-WAY LINE OF DEAD HORSE MOUNTAIN TO A SET 1 /2" IRON REBAR W/ PLS CAP 1005; THENCE LEAVING SAID RIGHT-OFPWAY LINE, S73'32'41 "E 292.06 FEET TO A SET 1 /2" IRON REBAR W/PLS CAP 1005; THENCE S15'24'43"W 654.22 FEET TO AN EXISTING COTTON SPINDLE IN THE CENTER OF GOFF FARM ROAD; THENCE S85"14'52"W 34.50 FEET TO THE POINT OF BEGINNING, CONTAINING 2.48 ACRES, MORE OR LESS. THE ABOVE DESCRIBED 2.48 ACRE TRACT BEING SUBJECT TO THE RIGHT-OF-WAY OF DEAD HORSE MOUNTAIN ROAD, GOFF FARM ROAD AND ANY OTHER EASEMENTS AND/OR RIGHTS -OF -WAY WHETHER OR NOT OF RECORD. Exhibit A —Legal Description 4864-8745-2599.1 EXHIBIT B GRAPHIC DEPICTION OF THE PROPERTY 26 = Property Boundary ® Excluded Areas a Existing Access Drives West Fork White River Stream Channel Wet Area Pond 0. Wet Area Boundary Points 3 16 17 19 03 028 025 0 0.04 0.07 0.15 Miles I I I I I I I Exhibit B — Graphic Depiction of the Property 4864-8745-2599.1 t. 17 1, - - - - - - - - - - - 17� % '-CEN—ZL T-1 76.5-15­ —EIS2611� 100 - I L -- - - - - - - - -- Exhibit B — Graphic Depiction of the Property 4864-8745-2599.1 EXHIBIT C WET AREA Boundary Point Latitude Longitude 1 36.051111 -94.118375 2 36.05104 -94.117783 3 36.050639 -94.117221 4 36.051231 -94.116561 5 36.051553 -94.116946 6 36.051203 -94.117154 7 36.051019 -94.117565 8 36.051244 -94.117607 9 36.052026 -94.117435 10 36.052512 -94.117914 11 36.052733 -94.1178951 12 36.054206 -94.115883 13 36.054512 -94.116171 14 36.054306 -94.114327 15 36.054012 -94.114219 16 36.054439 -94.113668 17 36.052564 -94.113096 18 36.051717 -94.113726 19 36.051486 -94.113281 20 36.050879 -94.11313 21 36.051243 -94.113629 22 36.050977 -94.114246 23 36.048911 -94.113132 24 36.048485 -94.11457 25 36.049056 -94.114895 26 36.048453 -94.118012 27 36.049078 -94.118112 28 36.049126 -94.117593 29 36.049646 -94.118162 Exhibit C Wet Area 4864-8745-2599.1 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 97-19 File Number: 2019-0226 JOINT LAND PURCHASE, USE AND CONSERVATION CONTRACT - WCRC: A RESOLUTION TO APPROVE A LAND PURCHASE, USE AND CONSERVATION CONTRACT WITH THE WATERSHED CONSERVATION RESOURCE CENTER FOR THE JOINT PURCHASE OF ABOUT 98 ACRES OF LAND NEAR DEAD HORSE MOUNTAIN ROAD FOR THE AMOUNT OF $250,000.00 PLUS CLOSING COSTS, WITH THE CITY'S PORTION OF THE COSTS NOT TO EXCEED $160,000.00 WHEREAS, the Watershed Conservation Resource Center and Fayetteville's Utilities Department recommend the joint purchase of about 98 acres of land (most of which is within the West Fork's flood plain) near Dead Horse Mountain Road for the purpose of conservation, restoration, and enhancement to provide water quality improvements and protection of the Beaver Lake Watershed; and WHEREAS, the purchase of this property will also provide recreational benefits to Fayetteville residents including public access to the West Fork of the White River, a possible future trail along the river, a canoe and kayak access point, and the creation of a bird and butterfly park that supports bird and Monarch butterfly habitat; and WHEREAS, the contract provides for a City contribution in the amount of $150,000.00 with the Watershed Conservation Resource Center contributing $100,000.00 and both parties paying half of the closing costs which could total $10,000.00 to $20,000.00. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan Page 1 Printed on 4117119 File Number: 2019-0226 Resolution 97-19 to sign the attached Land Purchase, Use and Conservation Contract with the Watershed Conservation Resource Center for the purchase of approximately 98 acres near Dead Horse Mountain Road, and further authorizes Mayor Jordan to execute all other documents necessary to consummate the purchase of the land at a cost to the City of up to $160,000.00 including closing costs. PASSED and APPROVED on 4/16/2019 Page 2 Attest: Sondra E. Smith, City Clerk Treasurer r•*r ' '�� FRYI:TTEVI�_�E i .fS�',ry 'AA�i�!! f I 41111��`t4 Printed on 4117119 LAND PURCHASE, USE AND CONSERVATION CONTRACT BETWEEN THE WATERSHED CONSERVATION RESOURCE CENTER AND CITY OF FAYETTEVILLE This Contract is entered between the Watershed Conservation Resource Center and the City of Fayetteville. Watershed Conservation Resource Center and the City of Fayetteville agree to purchase a parcel of about 98 acres of land abutting Dead Horse Mountain Road (hereinafter referred to as the "Property") within the City of Fayetteville and in Washington County, Arkansas. A map of the Property along with the legal description can be found in Exhibit A attached hereto. (A) PURPOSE The purpose of this Contract is to establish a general framework for cooperation between Watershed Conservation Resource Center and the City of Fayetteville as co -owners of the Property. Both Watershed Conservation Resource Center and the City of Fayetteville share interest in the Property, which is mostly located within the 100-year floodplain of the West Fork of the White River downstream of Combs Park. Watershed Conservation Resource Center, a 501 (c) (3) nonprofit organization, strives to protect, conserve, and restore natural resources by utilizing the watershed approach, environmental outreach, and providing planning and technical assistance to landowners, communities, and government. Watershed Conservation Resource Center and the City of Fayetteville agree that each are mutually interested in conservation of the property, so the floodplain is not filled and developed and that both will work towards restoring the natural resources on the Property. Watershed Conservation Resource Center and the City of Fayetteville agree that the Property offers the following benefits: (1) Water quality improvements and the protection of the Beaver Lake watershed: (a) Floodplains are natural filters of sediment, nutrients, and other pollutants. The Property currently provides quality green infrastructure by filtering contaminants from flood waters. Development of the Property would threaten this benefit. (b) The existing pond helps to capture and treat storm -water runoff. (c) The expansive floodplain of this section of the West Fork of the White River relieves stress on the river banks. Significant development of the site would damage this benefit and could result in increased stress on the river and its streambanks resulting in an increase of streambank erosion. Conservation of the Property will help prevent an increase of pollutant loadings to the Beaver Lake and its watershed. (d) The Property is a high priority for conservation in the North West Arkansas Open Space Plan. (e) Securing the site enables Watershed Conservation Resource Center to seek funding to restore the West Fork of the White River streambanks and improve the pollutant removal ability of the pond. (f) The Property will support needed resources for Watershed Conservation Resource Center's other restoration projects and environmental education programs. (2) Public access to West Fork of the White River and birding/butterfly sites: (a) The site can provide public access from a city street to the West Fork of the White River and floodplain, an under-utilized natural resource within the City of Fayetteville limits. (b) The Property supports a proposed water trail along the West Fork of the White River. (c) The Property can provide a canoe/kayak access point on the West Fork of the White River. (d) The Property can provide an excellent bird sanctuary site for a `Bird and Butterfly Park' that supports bird and Monarch Butterfly habitat. (B) AGREEMENT TO PURCHASE Watershed Conservation Resource Center has entered into that certain Real Estate Purchase Agreement dated effective October 8, 2018 with SA Holdings, lnc.(the "Owner") for the purchase of the Property (as amended, the "Purchase Agreement"). Watershed Conservation Resource Center and the City of Fayetteville agree to jointly close on the purchase of, and take fee title to, the Property as tenants in comlllon. In connection therewith, and in consideration of the mutual promises, commitments and cash contributions set forth herein, the parties agree as follows: (1) Watershed Conservation Resource Center will: (a) Continue to work with the Owner to complete the purchase of the Property for $250,000. (b) Provide and pay $100,000 towards the purchase price. (c) Provide and pay one half of the closing costs (including, without limitation, the cost of environmental site assessments, survey and title policy premiums). (d) Execute and deliver any and all documents reasonably necessary to complete the purchase of the Property. (2) The City of Fayetteville will: (a) Provide and pay $150,000 towards the purchase price. (b) Provide and pay one half of the closing costs (including, without limitation, the cost of environmental site assessments, survey and title policy premiums). (c) Execute and deliver any and all documents reasonably necessary to complete the purchase of the Property. (C) OPERATIONAL AGREEMENT Watershed Conservation Resource Center and the City of Fayetteville further mutually agree to work together cooperatively as co -owners or tenants -in -common to, among other things, restore and enhance natural condition of the Property as a priority. In connection therewith, the parties will use reasonable efforts to accomplish the following: (1) Watershed Conservation Resource Center agrees to: (a) Seek funding for and to the extent funding is secured and available, implement: • Restoration of natural resources on the Property; which (if feasible) may be 2 accomplished through the establishment of a wetlands and/or stream mitigation bank; Establishment of native plant sources for restoration projects in northwest Arkansas; and • Development of infrastructure to support public birding and boat access. (b) in connection with the establishment of a mitigation bank, negotiate and execute a conservation easement covering most of the Property as may be necessary or desirable in order to restore, conserve, and protect the natural resources located on the Property. (c) Establish facilities on the Property as Watershed Conservation Resource Center reasonably determines will support its mission and environmental activities, such facilities to include, but not be limited to, offices, storage, greenhouse, areas to grow native plants and generate native plant sod, and other needs for restoration projects. (d) Work with partners to provide workshops to the public on stream and riparian restoration and residential storm -water management. (e) Consider providing native plants to the community through a bi-annual one -day sale. (f) Allow Fayetteville citizens to access the birding area and the West Fork of the White River at designated public and boat access locations on public trails which the City of Fayetteville shall be allowed to build across the Property. (g) To the extent that the City of Fayetteville also provides funding or other financial support for the creation of a wetlands and stream mitigation bank, Watershed Conservation Resource Center agrees to set aside discounted mitigation credits established by such bank for the benefit of the City of Fayetteville in an amount to be determined by the parties in more detail at that time by separate agreement. (2) The City of Fayetteville will: (a) Work cooperatively with Watershed Conservation Resource Center to place the majority of the Property in a conservation easement. In connection therewith, the City will review and not unreasonably withhold its approval of the conservation easement, and shall execute and deliver such approved conservation easement for recording in the appropriate real property records. (b) Support and financially assist with the development of trail access infrastructure and parking for public birding and boat access on the West Fork of the White River. (c) Allow Watershed Conservation Resource Center to exercise the exclusive right to utilize the Property and engage in such activities as needed to restore and maintain natural resources of the Property (including, without limitation, establishing a mitigation bank as a funding mechanism that supports Watershed Conservation Resource Center's mission and restoration activities) for the benefit of the parties hereto and the general public. (D) IT IS FURTHER MUTUALLY AGREED BY WATERSHED CONSERVATION RESOURCE CENTER AND CITY OF FAYETTEVILLE: 1, FREEDOM OF INFORMATION ACT (FOIA). Any information furnished to Watershed Conservation Resource Center under this instrument is subject to the Freedom of Information Act (5 U.S.C. 552) and A.C.A. § 25-19-101. 2. MODIFICATION. Modifications of this Contract that would increase the scope or price of this Contract must be approved by the City Council prior any such increase, becoming effective. COMMENCEMENT/DATE. This Contract is effective as of the date of the last signature required. 4. IMPROVEMENTS. All improvements placed on the Property, whether by or on behalf of Watershed Conservation Resource Center or the City of Fayetteville must be consistent with, and not have a substantial adverse impact on, the natural condition of the Property as restored and enhanced. The parties further acknowledge and agree that the design and location of all such improvements (including, without limitation, offices, storage, greenhouses, planting areas, access points, trails, and parking facilities) must not preclude or otherwise unduly interfere with the establishment of a mitigation bank on the Property. Such improvements will be subject to approval by the applicable federal governmental authorities with jurisdiction over any such mitigation bank. 5. RESTRICTIVE COVENANTS. Upon request by either party to the other, the parties will cooperate to prepare, execute, and record in the Washington County Circuit Clerk's records an instrument that further evidences the provisions pertaining to restrictions and use of the Property if required by state or federal authorities. CONTACT. Information: Sandi J. Formica, Executive Director Watershed Conservation Resource Center 380 West Rock Street Fayetteville, Arkansas 72701 Phone: (501) 352-5252 Fax: (928) 396-2546 E-mail: fol-mica@watershedconservation.org 4 Mayor's Office City Hall 113 West Mountain Fayetteville, AR 72701 Phone: (479) 575-8330 WHEREFORE, IN AGREEMENT WITH ALL TERMS AND CONDITIONS WITHIN THIS CONTRACT, the persons below attest that they have proper legal authority to sign for the corporations. WATERSHED CONSERVATION RESOURCE CENTER SANEII J. I"O MICA Executive Director of the Watershed Conservation Resource Center ( 1p r _ t_ ZO 19 Date CITY OF FAYETTEVILLE, ARKANSAS Attest By: SONDRA SMITH, City Clerk Date 22658916v.3 5 --/4?-/9 Exhibit A - Dead Horse Mountain Property Map` `�..' � is - � r- � w f• 1'" r t, 1 1 •` far,}�• J { 'p� _• ., , mod} ,.� • # t�!'p,t i° -i,� t" -r J y,. c. +fit •.A�a r`� d: - �4�a� 4.+.a�yA- J IlesRoad-- r f y f416ac+1-' s �' irtit, d+ts'l ., 0.5 ac +I- e ' `► � 9 +t r i Parcel ID - 765-24107-000 K , i 74.04 Acres ..� A 40 .� �`� ` it _�Y 7 • � W 7 ;4 4d" C �r yrt4a O= Parcel ID- 765-15268-100 n. ... < • o { I- 24,70 Acres ' t r • 'l A 1 i [5.5 ac 11 � r e - y • A i .. ... ; � ' • . ir1 � - • to = • I ac *r 100-year Floodplain 1 , 00%0 Floodway Dead Horse tatn Parcels •/f r Property Boundaries Exhibit A — Page 1 of 2 Exhibit A - Legal Description PARCEL ID - 765-24107-000 Annexed to Fayetteville Ord. #4589 W 150 FT LOT 30, PT LOT 31, ALL LOTS 32 & 33,PT LOT 34 N/2 24-16-30 74.04 A. FURTHER DESCRIBED FROM 2017-13332 AS: Part of the North Half of Section 24, Township 16 North, Range 30 West. Fifth Principal Meridian, also being Lots 31, 32. 33 and a part of Lot 34 and the West 150 feet of Lot 30 of W. E. Anderson Farm, in Washington County, Arkansas, being more particularly described as follows: Beginning at the Northeast corner of the Northwest Quarter of said Section 24 and running West 267.56 feet; thence South 80.00 feet; thence North 79 degrees 30 minutes 31 seconds West 137.50 feet; thence North 65 degrees 13 minutes 29 seconds West 71.59 feet; thence North 45 degrees 00 minutes 00 seconds West 35.36 feet; thence West 1491.80 feel; thence South 01 degrees 00 minutes 00 seconds West 245.50 feet; thence South 41 degrees 00 minutes 49 seconds West 142.79 feet; thence South 56 degrees 30 minutes 00 seconds East 6,0.00 feet; thence South 33 degrees 30 minutes 00 seconds West 116.58 feet to the center of Stone Bridge Road and following the centerline of said road the following bearings and distances South 58 degrees 41 minutes 56 seconds East 29.45 feet; thence South 50 degrees 1 0 minutes 12 seconds East 371.84 feet; thence South 46 degrees 03 minutes 04 seconds East 49.72 feet; thence South 40 degrees 08 minutes 49 seconds East 46.25 feet; thence South 37 degrees 36 minutes 38 seconds East 268.26 feet; thence South 28 degrees 31 minutes 44 seconds East 47.95 feet; thence South 21 degrees 18 minutes 51 seconds East 47.97 feet; thence South 07 degrees 24 minutes 17 seconds East 237.20 feet; thence South 09 degrees 01 minutes 2.7 seconds East 64.26 feet to the canter of the White River leaving the centerline of said road and following the centerline of said river the following bearings and distances, South 80 degrees 43 minutes 29 seconds East 226.17 feet; thence South 42 degrees 40 minutes 54 seconds East 196.50 feet; thence South 45 degrees 08 minutes 26 seconds East 150.16 feet; thence South 80 degrees 16 minutes 01 seconds East 317.16 feet; thence North 67 degrees 41 minutes 31 seconds East 169.45 feet; thence North 89 degrees 30 minutes 36 seconds East 233.02 feet; thence South 66 degrees 33 minutes 34 seconds East 134.20 feet; thence South 18 degrees 38 minutes 27 seconds East 366.84 feet; thence South 66 degrees 17 minutes 51 seconds East 240.26 feet, thence North 2176.58 feet; thence West 150 feet to the point of beginning and containing 74.04 acres, more or less. PARCEL ID - 765-15268-100 PT S/2 NW 24.70A FURTHER DESCRIBED FROM 2017-13332 AS: Part of the Section 24, Town ship 16 North, Range 30 West, Washington County, Arkansas, being more particularly described as follows, to -wit: Beginning at a point Which is North 02 degrees 19 minutes 47 seconds East 1847.14 feet and North 87 degrees 15 minutes 15 seconds West 1131.73 feet from the Southeast corner of the Southwest Quarter of said Section 24, said point being in the centerline of Dead Horse Mountain Road and Goff Farm Road and running thence along Dead Horse Mountain Road centerline, North 05 degrees 40 minutes 03 seconds West 1645.44 feet, Nor1 h 06 degrees minutes 26 seconds West 197.37 feet, North 06 degrees 04 minutes 28 seconds West 231.00 feel, thence leaving said; road centerline to and along the centerline of the West fork of the White River South 80 degrees 20 minutes 03 seconds East 132.33 feet, South 61 degrees 16 minutes 13 seconds East 139.04 feet, South 20 degrees 41 minutes 43 seconds East 83.73 feet, South 42 degrees 19 minutes 24 seconds East 81 *44 feet, South 53 degrees 17 minutes 54 seconds East 86.94 feet, South 54 degrees 03 minutes 46 seconds East 92.50 feet, South 77 degrees 04 minutes 16 seconds East 138.76 feet, South 88 degrees 21 minutes 34 seconds East 244.29 feet, North 73 degrees 07 minutes 48 seconds East 77.75 feet, North 81 degrees 12 minutes 29 seconds East 81.88 feet, North 83 degrees 54 minutes 31 seconds East 101.88 feet, South 81 degrees 19 minutes 04 seconds East 44.75feet, South 64 degrees 52 minutes 53 seconds East 82.33 feet, South 41 degrees 55 minutes 44 seconds East 107.58 feet, South .23 degrees 09 minutes 59 seconds East 129.61 feet, South 30 degrees 33 minutes 04 seconds East 78.43 feet, South 05 degrees 52 minutes 39 seconds East 61.03 feet, thence leaving said river centerline South 53 degrees 03 minutes 46 seconds West 354.30 feet, thence North 69 degrees 53 minutes 57 seconds West 505.42 feet, thence South 15 degrees 21 minutes 36 seconds West 1373.22 feet to the centerline of Goff Farm Road, thence along said road centerline South 85 degrees 41 minutes 30 seconds West 73.69 feet to the point of beginning, containing 24.68 acres, more or less Exhibit A - Page 2 of 2 Received From: Alison Jumper 12/04/2024 5:31 PM Upon recording return to: Northwest Arkansas Land Trust 1725 Smokehouse Trail Fayetteville, Arkansas 72701 479-966-4666 GRANT OF CONSERVATION EASEMENT AND DECLARATION OF COVENANTS THIS GRANT OF CONSERVATION EASEMENT AND DECLARATION OF COVENANTS (the "Conservation Easement" or "Easement") dated this day of , 2024, but effective for all purposes as of the Effective Date (defined herein,) is entered into by and between WATERSHED CONSERVATION RESOURCE CENTER, an Arkansas nonprofit corporation ("WCRC"); the CITY OF FAYETTEVILLE, ARKANSAS, a duly constituted municipality under the laws of the State of Arkansas (the "City" and together with WCRC, the "Owner"), which shall include any successor in interest to any Owner executing this Easement, and the NORTHWEST ARKANSAS LAND TRUST, an Arkansas non-profit corporation ("Holder"), and is granted for the Conservation Purposes of the Property (both hereinafter defined). Owner and Holder are sometimes referred to in this Easement as "Parties". ARTICLE I BACKGROUND 1.01 Defined Terms. Initially capitalized terms not defined in this Article I are defined in Article IX. 1.02 Protected Property. Owner owns in fee simple certain real property, located in Washington County, Arkansas as more particularly described in Exhibit "A" attached hereto (the "Property"), and desires to grant and convey to Holder an unconditional and perpetual easement upon the Property for the Conservation Purposes described in Section 1.03. There are two areas included within the outside boundary of the Property that are not included in the Property, which are also described in Exhibit A. The two excluded areas are referred to herein as "Excluded Areas." 1.03 Easement; Covenants. (a) Easement. By this Easement, Owner grants and conveys to Holder an unconditional and perpetual easement upon the Property for the Conservation Purposes described below (the "Conservation Purposes"). The Conservation Easement authorizes Holder to prevent and terminate activities, uses, and Improvements inconsistent with the Conservation Purposes. Article VI more fully describes the rights this Easement vests in Holder. It is the purpose of the Owner and Holder to avail themselves of the provisions of the Arkansas Conservation Easement Act, Ark. Code Ann. § 15-20-401 et seq., without intending that the existence of this Conservation Easement be dependent on the continuing existence of that law. 4864-8745-2599.1 (b) Owner Covenants. By this Easement, Owner, in furtherance of the Conservation Purposes, establishes covenants binding upon Owner's interest in the Property, which are set forth in Articles II through Article III. Article VII addresses potential violation of these covenants and remedies. (e) Holder Covenants. By this Easement, Holder accepts the Conservation Easement and, in furtherance of the Conservation Purposes, establishes covenants binding upon Holder's easement interest in the Property, which are set forth in Article VI. 1.04 Easement Plan. Exhibit `B" is a graphic depiction of the Property subject to the Easement (the "Easement Plan") showing, among other details, the boundaries of the Property, including the boundaries of the Excluded Areas. 1.05 Conservation Purposes. Generally, the Conservation Purposes of this Conservation Easement are (i) to protect the "Conservation Values" (hereinafter defined and described), and other significant conservation interests (except to the extent it is necessary to impair such other conservation interests to protect the Conservation Values); (ii) to limit the use of the Property to those uses and activities that are consistent with such Conservation Values and interests; and (iii) to foster compatible educational and Passive Recreational Use of the Property. In terms of the conservation purposes identified in Code Section 170(h)(4) the Conservation Purposes of this Easement include: (1) the protection of relatively natural habitats of fish, wildlife, and plants; (2) the preservation of Open Space for the scenic enjoyment of the public yielding a significant public benefit; and (3) the preservation of Open Space pursuant to clearly delineated governmental conservation policies yielding a significant public benefit. More specifically, the Conservation Values and related Conservation Purposes, include the following, and are further detailed in the Baseline Documentation Report described in Article I, Section 1.06. (a) Resource -Specific. (i) Water Resources. The Property includes approximately 2,020 feet of the West Fork White River (WFWR), and numerous feet of unnamed tributary (including over- flow channels along the WFWR) and riparian forest and approximately 36 acres of wetlands including the spring -fed pond. Lands in the WFWR sub watershed are identified as a high priority for land conservation in the Beaver Lake Watershed Protection Strategy approved by the U.S. Environmental Protection Agency (EPA). It is among the Conservation Purposes to maintain and improve these water resources, both surface and groundwater, within, around, and downstream from the Property, particularly the protection of water quality of Beaver Lake, a Corps of Engineers impoundment that is a public source of drinking water and popular for boating, fishing, and swimming. (ii) Biological Resources. It is among the Conservation Purposes to protect and improve the quality of relatively natural habitat of fish, wildlife, or plants, or similar ecosystems, including animals, fungi, other organisms, and particularly Native Species. 4864-8745-2599.1 (iii) Soil Resources. It is among the Conservation Purposes to prevent the loss and depletion of soil on the Property. (iv) Local and Regional Conservation Plans. The Property is identified as a conservation priority in the City of Fayetteville's Enduring Green network and the Northwest Arkansas Open Space Plan. (v) Ecosystem Services. The property contributes to the resiliency and functioning of natural processes important to human systems, to retain, detain, and disperse stormwater runoff, thus mitigating erosion and flooding downstream of the Property, and to sequester carbon in plants and soil to mitigate rising atmospheric carbon levels. 1.06 Baseline Documentation. The specific Conservation Values of the Property and its use and state of Improvement as of the Effective Date are further documented in a Baseline Documentation Report (the "Baseline Documentation Report" or "Report") prepared by Holder and to be kept at the principal office of Holder. As of the Effective Date, Owner and Holder have signed an acknowledgement that the Report is complete and accurate. The Report includes reports, maps, photographs, and other documentation, to be used by Holder to assure that any future changes in the use of the Property will be consistent with the terms of this Conservation Easement. Notwithstanding the foregoing, the Report shall not be used to preclude the use of other evidence to establish additional Conservation Values or conditions on the Property now or in the future. The Report is incorporated by reference herein as if restated in full. 1.07 Consideration. Owner acknowledges receipt, as of the Effective Date, of good and valuable consideration for this Easement, including, but in no way limited to, the public benefit obtained, the covenants set forth in Article VII, and perpetual satisfaction of the Conservation Purposes. Notwithstanding the foregoing, Owner has received no monetary or other tangible economic benefit from Holder in exchange for the donation of this Conservation Easement. 1.08 Superior to all Liens. Owner warrants to Holder that the Property is, as of the Effective Date, free and clear of Liens or, if it is not, that Owner has obtained and recorded in the Public Records the legally binding subordination of the Liens affecting the Property as of the Effective Date. ARTICLE II TRANSFER; SUBDIVISION 2.01 Prohibitions. Owner is prohibited from taking the following actions, except as may be specifically permitted in Section 2.02. Owner may not: (a) Transfer of Portion of Property. Transfer any part of the Property separate from any other part of the Property to any party other than WCRC or the City; (b) Subdivision. Change the boundary of the Property or Subdivide the Property for the benefit of any party other than WCRC or the City; 4864-8745-2599.1 (c) Transfer of Density. Except as necessitated by the Mitigation Activities allowed under Section 3.02(c), use the acreage protected under this Easement to increase allowable density or intensity of development within the Property or outside of the Property; (d) Transfer of Rights. Except as necessitated by the Mitigation Activities allowed under Section 3.02(c), transfer development rights or other rights granted or allocated to the Property in support of development outside the Property; (e) Mining Prohibited. Mine or permit any mining by surface, subsurface, or any other means anywhere on the Property; or (f) Compliance with Conservation Purposes. Exercise any reserved right, or undertake any permitted use, in a manner that is inconsistent with the Conservation Purposes. 2.02 Permitted Changes. Owner is permitted to undertake the following uses and activities: (a) Lots within Property. Merge two (2) or more Lots into one (1), or, subject to Review, reconfigure one (1) or more of the boundaries of such Lots, as long as the boundary of the Property as described in Exhibit "A" remains unchanged; (b) Transfer to Qualified Organization. Subject to Review, create and transfer a Lot to a Qualified Organization for park, nature preserve, public trail, or other conservation purposes approved by Holder; (c) Transfer of Rights of Possession or Use. Transfer of possession or use (but not ownership) of one or more portions of the Property for purposes permitted under, and subject to, compliance with the terms of this Easement. Tenants and lessees must comply with the applicable provisions of this Easement; (d) Conveyance of the Property. To convey or devise the Property as a whole, subject to the provisions of this Easement; and (e) New Liens. To place New Liens on the Property, provided that all such liens are subordinate to the provisions of this Easement. 4864-8745-2599.1 2.03 Requirements. (a) Establishment of Lots for Transfer to a Qualified Organization; Allocations. Prior to transfer of a Lot following a Subdivision to a Qualified Organization, Owner must (i) furnish Holder with the plan of Subdivision approved under Applicable Law and legal description of each Lot created or reconfigured by the Subdivision; (ii) mark the boundaries of each Lot with permanent markers; and (iii) allocate in a document recorded in the Public Records those limitations applicable to more than one Lot under this Easement. This information will become part of the Baseline Documentation Report incorporated into this Easement. (b) Amendment. Holder may require Owner to execute an Amendment of this Easement to reflect a change to the description of the Property set forth in Exhibit "A," or other changes and allocations resulting from Subdivision, that are not established to the reasonable satisfaction of Holder by recordation in the Public Records of the plan of Subdivision approved under Applicable Law. ARTICLE III IMPROVEMENTS; ACTIVITIES AND USES 3.01 Improvements. Improvements are prohibited except as permitted in this Section 3.01. (a) Existing Improvements. Existing Improvements, identified in Exhibit `B" and the Baseline Documentation. Report, may be maintained, repaired, and replaced in their existing locations. Existing Improvements may be expanded or relocated if the expanded or relocated Improvement complies with requirements applicable to Additional Improvements of the same type. Existing Access Drives south of the West Fork White River may be expanded and rerouted in the Wet Area (the "Wet Area") identified in Exhibit "B" and described in Exhibit "C" to provide access to the West Fork White River. (b) Additional Improvements. The following Additional Improvements are permitted: (i) Visitor Facilities. The following visitor facilities are permitted provided they are located outside the Wet Area and so long as the size and location of such facilities are consistent with the Conservation Purpose of this Easement. 1) Visitor Exhibit Hall;' 2) Bathroom facilities; 3) Parking facilities for members of the public using the Property. Parking facilities must be constructed with Low Impact Design techniques, Architectural rendering included in Baseline Documentation Report as record of prototype. 4864-8745-2599.I 4) No more than five (5) mobile food and beverage vendors; 5) One (1) storage structure for recreational equipment; and 6) Other structures and improvements that support education, recreation, or resource management, subject to Holder's approval at the sole discretion of the Holder. (i) Boat Launch Facilities. Subject to Review, boat launch facilities on the pond, one boat launch on the West Fork White River, and accompanying boat houses for non -motorized boats only. Any permitted boat launching area must be designed to prevent erosion. (ii) Fences. New fences and gates may be built on the Property for purposes of reasonable and customary access control and protection of resources, provided fencing does not substantially diminish or impair the Conservation Values. Fencing shall minimize adverse effects of fragmentation of habitat and facilitate the movements of wildlife across the Property; (iii) Wildlife Viewing, Habitat Structures, and Indigenous Shelters. A reasonable number of wildlife viewing platforms, bird blinds, bird viewing towers', habitat enhancement devices, such as bat boxes and bird houses, indigenous shelter replicas or mounds; (iv) Access Drives. Subject to Review, Access Drives (i) must not exceed thirty (30) feet in width, (ii) shall be located and constructed to protect the Conservation Purposes, (iii) should utilize existing road beds where possible, and (iv) shall incorporate Best Management Practices to manage erosion and stormwater runoff. Additional Access Drives are prohibited in the Wet Area unless otherwise approved by Holder. (v) Trails. The location and density of trails shall be designed in a manner consistent with the Conservation Purposes. The following trails are permitted: (1) Trails for pedestrian and non -motorized vehicle use constructed of (a) native, mowed grasses, or (b) wood chips, boardwalks, or other highly porous, natural, noninvasive material. (2) One (1) shared -use paved trail connecting to the regional multiuse trail provided trail design plans are provided to the Holder prior to Construction. (3) One (1) shared -use paved trail providing access to the boat launch on the West Fork White River provided trail Construction plans are provided to the Holder prior to Construction. Architectural rendering included in Baseline Documentation Report as record of prototype. 4864-8745-2599.1 (4) Subject to Review, paved or pervious walkways approved by the Holder. (vi) Trail Signage. Trails may only include signs to mark the trail, to provide information regarding restrictions, and for educational and interpretive purposes. Signage shall be unobtrusive in nature and designed with the express goal of minimizing impact to the vistas and Open Space nature of the Property. (vii) Trail Facilities. Trails may include benches, picnic tables, wastebaskets, light fixtures, and bicycle racks, as may be deemed necessary. All other trail facilities are subject to Review. The design, location and density of trail facilities shall be architecturally consistent with the natural setting of the Property and designed with the express goal of minimizing impact to ecologically significant areas, including the Wet Area and species of special concern, and ensuring the vistas and Open Space nature of the Property. (viii) Utility Improvements. Utility Improvements are permitted but must be underground or, subject to Review, may be aboveground where it is not reasonably feasible to install them underground. 3.02 Activities and Uses. Activities and uses are prohibited except as permitted below in this Section 3.02 and provided in any case that: (i) the intensity or frequency of the activity or use does not materially and adversely affect maintenance or attainment of Conservation Purposes, and (ii) no Invasive Species are introduced. (a) Resource Management and Disturbance. The following activities and uses are permitted: (i) Construction or other disturbance of resources, including cutting of trees, only to the extent reasonably prudent to remove, mitigate, or warn against an unreasonable risk of harm to Persons, their belongings, or health of Native Species on or about the Property. (ii) Removal of Invasive Species; (iii) Planting, replanting, and maintaining Native Species; (iv) Construction of permitted Improvements with prompt restoration of soil and vegetation disturbed by such activity; (v) Stream, wetland, and riparian restoration and habitat enhancement conducted in accordance with the approved WFWR Mitigation Bank Instrument Modification NO. SWL2012-00397-2 or other Resource Management Plan to be provided to the Holder. 4864-8745-2599.1 (vi) Prescribed burns conducted in accordance with a Resource Management Plan approved by the Holder after Review. (vii) Owner may use, or permit the use of, service vehicles and motorized equipment on the Property provided that: (1) The use of such vehicles is reasonable and necessary for maintenance, security and/or emergency access to the Property, or for providing access to people with disabilities. (2) Vehicles take care to avoid ecologically significant areas and species of special conservation concern on the Property. (viii) Cutting or removing trees is permitted only as part of a Resource Management Plan and only trees greater than 6-inch diameter need to be approved by the Holder for the purposes of maintaining and improving natural areas and the ecological function of the Property. (ix) Application of manure and plant material, both well composted, and, subject to compliance with manufacturer's recommendations, other substances to promote the health and growth of vegetation. These permitted substances do not include sewage sludge, industrial sludge, biosolids, septic system sludge or effluent, and related substances; (x) Piling of brush and other vegetation to the extent reasonably necessary to accommodate permitted activities or uses. (xi) Maintaining existing open areas in an open and unforested condition, by mowing, brush hogging, grazing, and removal of woody regeneration; (xii) Design, construct, and maintain demonstration gardens for educational purposes and/or habitat improvement, including but not limited to rice fields, fruit and nut groves, vegetable gardens, and pollinator gardens. Demonstration gardens must contain continuous vegetative cover to protect the soil from erosion. (xiii) Other activities that Holder, without any obligation to do so, determines are consistent with Conservation Purposes and are conducted in accordance with a Resource Management Plan or other plan approved for that activity after Review. (c) Mitigation Activities. Owner may grant one (1) or more mitigation easements on portions of the Property to be subject to the Mitigation Activities ("Mitigation Areas"), and Owner or agents of Owner may undertake Mitigation Activities within such Mitigation Areas, and allow access to such areas across the Property as necessary to conduct such Mitigation Activities. 4864-8745-2599.1 (i) Holder grants the right of Owner to conduct stream and wetland Mitigation Activities, including activities in the Existing WFWR Mitigation Bank Instrument Modification NO. SWL2012-00397-2. The Owner shall provide written notice to Holder prior to conducting New Mitigation Activities, including the grant of New mitigation easements or agreements, which notice shall include a copy of the mitigation easement or agreement. Owner also agrees to provide written notice to Holder prior to commencement of any New Mitigation Activities on the Property and to provide Holder with a copy of the mitigation plan or nutrient bank plan, and any amendments thereto, prior to commencement of the Mitigation Activities, or activities provided for in any amendment of the plan. (ii) Owner retains the exclusive and sole rights to any payment for, or other benefits resulting from, the grant of a mitigation easement or nutrient bank agreement on the Property and for undertaking of any Mitigation Activities as reserved in this Section 3.02 c . (iii) Holder is not responsible for monitoring any Mitigation Activities and has no obligation to enforce the provisions of any permit(s), restriction(s), or easement(s) therefor, other than the provisions of this Easement. (d) Cultural Rights. Owner retains the right to grant cultural access to Indigenous communities, including but not limited to easements, licenses, and other interests for cultural activities such as harvesting native plants, ceremonies, and educational events. (e) Public Use and Access. Public access and use of the Property for the purpose of passive outdoor recreational activities and educational outreach to enhance quality of life is permitted. ARTICLE IV INTENTIONALLY OMITTED ARTICLE V INTENTIONALLY OMITTED ARTICLE VI RIGHTS AND DUTIES OF HOLDER AND BENEFICIARIES 6.01 Holder Covenants. In support of the Conservation Purposes, Holder declares the following covenants binding upon its easement interest in the Property: (a) Exercise of Powers. Holder must exercise the powers granted to it by this Easement to prevent and terminate activities, uses, and Improvements of the Property inconsistent with the Conservation Purposes; 4864-8745-2599.1 (b) Must be Qualified Organization. Holder must be and remain at all times a Qualified Organization and must not transfer this Conservation Easement or otherwise assign its rights or responsibilities under this Easement to a Person other than a Qualified Organization committed to upholding the Conservation Purposes; and (c) Proceeds Used for Conservation Purposes. Holder must use any funds received on account of the release, termination or extinguishment of this Conservation Easement in whole or in part in furtherance of its charitable conservation purposes; 6.02 Rights and Duties of Holder. The items set forth below are both rights and duties vested in Holder by this Easement: (a) Protect in Perpetuity. To protect the Conservation Purposes of the Property in Perpetuity; (a) Enforcement. To enter the Property to investigate a suspected, alleged or threatened violation of the provisions of this Easement and, if found, to enforce the terms of this Easement by exercising Holder's remedies in this Easement. No prior Notice to Owner is required for entry on the Property by Holder when Holder, in good faith, believes such entry is necessary to terminate a violation or prevent a threatened violation which would significantly impair any Conservation Value. However, Holder shall first attempt to reach Owner by phone or email prior to such entry, and then provide a written explanation to Owner of the reason for such entry and a description of any actions taken immediately after such entry. (b) Inspection. To enter and inspect the Property for compliance with the requirements of this Easement in a reasonable manner and at reasonable times; (c) Review. To exercise rights of Review in accordance with the requirements of this Section; and (d) Interpretation. To interpret the terms of this Easement and, at the request of Owner, furnish Holder's explanation of the application of such terms to then -existing, proposed, or reasonably foreseeable conditions within the Property. 6.03 Amendment and Holder's Discretionary Approval Background. Owner and Holder have determined, in good faith, the limitations of any permissible modifications hereto. Owner and Holder recognize that natural conditions, landscapes, uses and technologies change over time. Holder and Owner recognize that unforeseen or changed future circumstances may arise which makes it beneficial or necessary to take certain action in order to ensure the continued protection of the Conservation Purposes of the Property and to guarantee the perpetual nature of this Conservation Easement. Additional proposed activities may require the exercise of discretion by Holder, as further described below. This Section therefore ensures that the Holder protects the Conservation Purposes of the Property in perpetuity. (a) Purpose. If approved by the Holder in its sole discretion, Owner and Holder have the right to modify this Easement. Holder may exercise its discretion in accordance with the 4864-8745-2599.1 provisions and limitations of this Section. Holder has no obligation to agree to any modification of this Easement. No modification shall adversely affect the perpetual duration of this Easement or the perpetual protection of its Conservation Purposes. (b) Amendment Requirements. Holder shall not consent to any amendment of this Easement unless Owner submits a written request for Amendment pursuant to Holder's existing amendment policy and such proposed Amendment qualifies under Holder's policy then in effect respecting conservation easement amendments. The effect of such Amendment shall enhance, or at least be neutral with respect to the Conservation Purposes of this Easement, shall comply with Code Section 170(h) and any Regulations promulgated pursuant to such section, shall comply with all applicable federal, state and local laws, shall be consistent with Holder's public mission, shall not jeopardize the Holder's tax-exempt status or status as a charitable organization under federal or state law, and shall not result in private inurement or confer impermissible private benefit. Owner and Holder may amend this Easement to be more restrictive to comply with the provisions of Code Section 2031(c). Holder may require subordination of any Lien arising after the Effective Date as a condition of permitting any substantive Amendment to this Easement. (c) General. Holder and Owner shall have no power or right to agree to any activity, use or structure that would (i) result in the extinguishment in fall of this Easement; (ii) adversely affect the perpetual nature of this Easement; (iii) adversely affect the qualification of this Easement or the status of Holder under any Applicable Laws, including Code Sections 170(h), 501(c)(3), and the laws of the State of Arkansas; or (iv) result in either impermissible private benefit or inurement to any party. For purposes of this Section, the terms impermissible private benefit and inurement shall have the same meanings ascribed to them in Code Section 501(c)(3) and associated Regulations. (d) Discretionary Acts. Subject to the conditions and circumstances set forth below, Holder may consent to activities, structures or uses, issue waivers or licenses, or otherwise exercise discretion where this Easement is silent or ambiguous. Because of unforeseen or changed circumstances, if an activity, structure or use that is not expressly permitted under this Easement is deemed beneficial or necessary by Owner, Owner may request, and Holder may in its sole discretion grant, permission for such activity, structure or use without resorting to the formalities of Holder's amendment policy and process, subject to the following limitations: (i) such request for Holder's consent shall be made in writing and shall describe the proposed activity, structure or use in sufficient detail to allow Holder to evaluate the consistency of the proposed activity, structure or use with the preservation and protection of the Conservation Purposes; (ii) Holder may grant its consent only if it determines, in its sole discretion, that (A) the performance of such activity or activity or Construction of such structure is, in fact, beneficial or necessary; and (B) such activity, structure or use (x) shall not result in private inurement or confer impermissible private benefit, (y) results in neutral or enhanced Conservation Purposes of this Easement, and (z) does not violate the terms of this Easement. Owner shall not engage in the proposed activity, structure or use unless and until Owner receive Holder's approval in writing. (e) Costs. If Owner is the party requesting an Amendment of, or discretionary approval pursuant to, this Easement, Owner shall be responsible for all reasonable and customary fees and costs related to Holder's evaluation of said request and an Amendment's execution, including 4864-8745-2599.1 reasonable attorney's fees and costs, staff, contractor, legal, expert, and consultant fees and costs, and any costs associated with any updated Baseline Documentation Report prepared pursuant to the provisions of this Section. (f) Updated Baseline Documentation. In the event Owner and Holder agree to an Amendment or discretionary approval pursuant to this Section that results in alterations to the Property, then the Baseline Documentation Report shall be supplemented appropriately to reflect the scope, scale and intensity of the alterations. The supplement shall be acknowledged by Owner and Holder to memorialize the condition of the Property as of the date of the Amendment or discretionary approval. (g) Recording. Owner and the Holder shall execute any Amendment approved after following the procedures in this Section, and the revised document shall be recorded in the Public Records. (h) Form. Any modification that Holder determines, in its sole discretion, to be beneficial or necessary shall be in the form of either (i) an Amendment, in the case of a permanent modification of this Easement, including but not by way of limitation, a clerical or technical correction or modification of a reserved right; or (ii) a discretionary approval, waiver or consent in the case of a temporary activity or impact relating to the maintenance or management of the Property which does not require a permanent modification of this Easement. All Amendments and discretionary approval, waiver or consent shall be subject to this section. Nothing in this Section, however, shall require Owner or Holder to agree to any Amendment or discretionary approval, consent, or waiver. 6.04 Other Rights of Holder. The items set forth below are also rights vested in Holder by this Easement. However, Holder, in its discretion, may or may not exercise them: (a) Signs. To install one or more signs within the Property identifying the interest of Holder in this Conservation Easement. However, such signs will not reduce the number or size of signs permitted to Owner under this Easement. Signs are to be of the customary size installed by Holder and must be installed in locations readable from the public right-of-way and otherwise reasonably acceptable to Owner. (b) Proceedings. To assert a claim, defend, intervene in, or appeal, any proceeding under Applicable Law that (1) pertains to the impairment of Conservation Values; or (2) may result in a transfer, Improvement or use that violates the terms of this Easement. 6.05 Review. The following provisions are incorporated into any provision of this Easement that is subject to Review: (a) Notice to Holder. Unless advanced Notice is waived by Holder, at least 30 days before Owner intends to begin or allow an Improvement, activity, or use that is subject to Review, Owner must: (1) Notify Holder of the proposed Improvement, activity or use, including with the Notice such information as is reasonably sufficient to comply with 4864-8745-2599.1 Review Requirements and otherwise describe the proposal and its potential impact on the Conservation Purposes, and (2) receive Holder's approval therefor. (b) Notice to Owner. Upon receipt of Owner's Notice, Holder must review the proposed Improvement, activity or use, and Notify Owner of Holder's determination to (i) accept Owner's proposal in whole or in part; (ii) reject Owner's proposal in whole or in part; (iii) accept Owner's proposal conditioned upon compliance with conditions imposed by Holder; (iv) reject Owner's proposal for insufficient information upon which to base a determination; or (v) reject Owner's proposal for inconsistency with the Conservation Purposes. If Holder gives conditional acceptance under clause (iii), commencement of the proposed Improvement, activity, or use constitutes acceptance by Owner of all conditions set forth in Holder's Notice. (c) Time for Review. If requested by Owner, Holder must furnish its estimate of the time required to review the proposed change and use its best efforts and due diligence to Notify Owner of its determination within this time period. Otherwise, Holder must make its determination within thirty (30) days following receipt of Owner's Notice by Holder. (d) Failure to Notify. If Holder fails to Notify Owner as required in the preceding subsection, the proposal set forth in Owner's Notice is deemed disapproved. Because such disapproval is not a decision on the merits by the Holder, it is not final or binding on the Holder and the Owner can re -submit the same or a similar request for approval. Nevertheless, Owner may not undertake any activity or use for which approval has been requested until approval pursuant to this Section 6.05 has been granted by Holder. (e) Reasonableness Standard. Upon review, the phrase "unless Holder, without any obligation to do so," in relation to an approval or determination by Holder, means that, in that particular case, Holder's approval is wholly discretionary. Holder's approval is not to be unreasonably withheld. It is reasonable for Holder to disapprove a proposal that may adversely affect natural resources described in the Conservation Purposes or that is otherwise inconsistent with maintenance or attainment of Conservation Purposes. Owner and Holder shall act in good faith; shall follow a reasonableness standard; shall use their best efforts to act in a timely manner in any determinations that are necessary or are contemplated to be made (either separately or jointly) under this Conservation Easement; shall cooperate with one another; and shall take all other reasonable action suitable to these ends. 6.06 Costs and Expenses. Owner must pay or reimburse Holder's costs and expenses (including Losses, Litigation Expenses, allocated personnel costs, and reasonably incurred liabilities) in connection with: (a) successful judicial enforcement (including exercise of remedies) under the terms of this Easement; and (b) response to requests by Owner for Amendment of this Easement. Owner may, before commencement of Holder's services, request an estimate of the costs and expenses Holder anticipates to incur in responding to Owner's request for any Amendment of this Easement. Owner is not responsible to reimburse costs and expenses arising from Holder's response to an inquiry or request by a Person other than Owner without Owner's approval. 4864-8745-2599.1 ARTICLE VII. VIOLATION; REMEDIES 7.01 Violation. If Holder determines that the terms of this Easement have been violated, or that a violation is threatened or imminent, then the provisions of this Section apply: (a) Notice. Holder must Notify Owner of the violation or threatened violation of which it is aware. Holder's Notice may include its recommendation of measures Owner must take to cure the violation and restore features of the Property damaged or altered as a result of the violation. (b) Opportunity to Cure. Owner's cure period expires thirty (30) days after the date of Holder's Notice to Owner subject to extension for the time reasonably necessary to cure, but only if all of the following conditions are satisfied: (i) Owner ceases the activity constituting the violation or threatened violation promptly upon receipt of Holder's Notice; (ii) Owner and Holder agree, within the initial 30-day period, upon the measures Owner will take to cure the violation; (iii) Owner commences to cure within the initial 30-day period; and (iv) Owner continues thereafter to use best efforts and due diligence to complete the agreed upon cure within the initial 30-day period. (c) Imminent Harm, No Notice or cure period is required if Holder determines that circumstances require prompt action to prevent or mitigate irreparable harm to or alteration to a natural resource or other feature of the Property described in the Conservation Purposes and Conservation Values. 7.02 Remedies. Upon expiration of the cure period (if any) described in the preceding Section, and failing correction of the violation by Owner as provided above, Holder may do one or more of the following: (a) Injunctive Relief. Seek injunctive relief to specifically enforce the terms of this Easement, to restrain present or future violations of the terms of this Easement, and/or to compel restoration of any Conservation Values destroyed or altered as a result of the violation to the condition that existed on the Effective Date, or to such other condition as may exist consistent with the provisions of this Easement; (b) Civil Action. Recover from Owner or other Persons responsible for the violation all sums owed to Holder under applicable provisions of this Easement together with interest 4864-8745-2599.1 thereon from the date due at the Default Rate. These monetary obligations include, among others, Losses and Litigation Expenses; and (c) Statutory. Bring a private right of action pursuant to the Arkansas Conservation Easement enforcement provision found at Ark. Code Ann. § 15-20-409, including all remedies available pursuant to that law. 7.03 Modification or Termination. If this Conservation Easement is or is about to be modified or terminated by exercise of the power of eminent domain (condemnation) or adjudication of a court of competent jurisdiction sought by a Person other than Holder, the following provisions apply: (a) Compensatory Damages. Holder is entitled to collect from the Person seeking the modification or termination, compensatory damages in an amount equal to the increase in Market Value of the Property resulting from the modification or termination plus reimbursement of Litigation Expenses as if a violation had occurred. In the event of an extinguishment of the Conservation Easement, Holder is entitled to the greater of the compensation provided under this Section or the compensation provided under any other provision of this Easement; and (b) Restitution. Holder is entitled to recover from the Person seeking the modification or termination: (i) restitution of amounts paid for this Easement (if any) and any other sums invested in the Property for the benefit of the public as a result of rights vested by this Easement, plus (ii) reimbursement of Litigation Expenses. 7.04 Remedies Cumulative. The description of Holder's remedies in this Article VII does not preclude Holder from exercising any other right or remedy that may at any time be available to Holder under this Article or Applicable Law. If Holder chooses to exercise one remedy, Holder may nevertheless choose to exercise one or more of the other rights or remedies available to Holder at the same time or at any other time. 7.05 Waivers. Holder in its discretion may provide a Waiver if Holder determines that the Waiver will have no material effect on the Conservation Purposes. If Holder does not exercise a right or remedy when it is available to Holder, that is not to be interpreted as a Waiver of any non- compliance with the terms of this Easement or a Waiver of Holder's rights to exercise its rights or remedies at another time. 7.06 No Fault of Owner. Holder may waive its right to reimbursement under this Article VII as to Owner (but not other Persons who may be responsible for the violation) if Holder is reasonably satisfied that the violation was not the fault of Owner and could not have been anticipated or prevented by Owner by reasonable means. 7.07 Multiple Owners. (a) Liability of Owners of Different Portions of the Property. If different Persons own portions of the Property, only Owners of the portion with respect to which a violation has occurred, or is threatened, will be held responsible for the violation or threatened violation. 4864-8745-2599.1 (b) Liability of Owners of a Single Portion of the Property. If more than one Person owns of a portion of the Property with respect to which a violation has occurred, or is threatened, then the Owner who has caused the violation, or threatened to violate the terms of this Easement shall be held solely liable. If all of the Persons who are Owners caused the violation, or threatened to violate this Easement, then each Owner may be held liable for the damages resulting from the violation, or threatened violation, in proportion to their ownership interest in the Property. For the avoidance of doubt, an Owner of 50% of a portion of the Property shall not be held liable for more than 50% of the damages resulting from a violation or threatened violation. ARTICLE VIII MISCELLANEOUS 8.01 Notices. (a) Requirements. Each Person giving any notice pursuant to this Conservation Easement (each a "Notice") must give the Notice in writing and must use one of the following methods of delivery: (i) personal delivery; (ii) certified mail, return receipt requested and postage prepaid; or (iii) nationally recognized overnight courier, with all fees prepaid. Each time the term "Notify" is used herein, it shall be deemed to refer to sending a Notice in accordance with this Article. (b) Address for Notices. Each Person giving a Notice must address the Notice to the appropriate Person as the receiving party at the address listed below or to another address designated by that Person by Notice to the other Person: If to Owner: Watershed Conservation Resource Center 380 West Rock Street Fayetteville, AR 72701 City of Fayetteville 113 West Mountain Street Fayetteville, AR 72701 If to Holder: Northwest Arkansas Land Trust 1725 S. Smokehouse Trail Fayetteville, Arkansas 72701 8.02 Duty to update. Owner and Holder shall provide Notice to the other within thirty (30) days of a change in address specifying a New address for Notices. 8.03 Governing Law. The laws of the State of Arkansas, and the United States, govern this Easement. 4864-8745-2599.1 8.04 Assignment and Transfer. Neither Owner nor Holder may assign or otherwise transfer any of their respective rights or duties under this Conservation Easement voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law or any other manner except pursuant to the provisions of this Section 8.04. Any purported assignment or transfer in violation of this Section 8.04 is void. (a) Notice Required. Not less than thirty (30) days prior to transfer of the Property or a Lot, or any portion thereof or interest therein, Owner must Notify Holder of the name(s) and address for Notice purposes of the Person who will become Owner following the transfer. At the time Holder is Notified of the transfer, Owner shall pay a $10 transfer fee to Holder. (b) Prior to Transfer. Owner authorizes Holder to (i) contact the Persons to whom the Property or Lot will be transferred and other Persons representing Owner or the prospective transferees to discuss with them this Easement and, if applicable, other pertinent documents; and (ii) enter the Property to assess compliance with this Easement. (c) Ending Continuing Liability. If Holder is not notified per this Section's requirement, it is not the obligation of Holder to determine whether a violation first occurred before or after the date of the transfer. The pre -transfer Owner continues to be liable on a joint and several basis with the post -transfer Owner for the correction of violations under this Easement until such time as Holder is given the opportunity to inspect and all violations noted in Holder's resulting inspection report are cured. (d) Subsequent Deeds and Transfers. This Easement must be incorporated by reference in any deed or other legal instrument by which Owner conveys any interest in the Property, including without limitation, a leasehold or mortgage interest. The failure of Owner to perform any act required by this subsection shall not impair the validity of this Easement or limit its enforceability in any way. 8.05 Burdens; Benefits. This Easement binds and benefits Owner and Holder and their respective personal representatives, successors, and assigns. (a) Binding on All Owners. This Easement vests a servitude running with the land and binding upon Owner and, upon recordation in the Public Records, all subsequent Owners of the Property or any portion of the Property are bound by its terms whether or not Owners had actual Notice of this Easement and whether or not the deed of transfer specifically referred to the transfer being under and subject to this Easement. (b) Rights Exclusive to Holder. Except for rights of Beneficiaries (if any) under this Easement, only Holder has the right to enforce the terms of this Easement and exercise other rights of Holder. Owners of Lots within the Property do not have the right to enforce the terms of this Easement against Owners of other Lots within the Property. Only Owners of the Lot that is the subject of a request for Review, Waiver, Amendment, interpretation, or other decision by Holder have a right to Notice of, or other participation in, such decision. 8.06 Documentation Requirements 4864-8745-2599.1 (a) Between Holder and Owner. No Amendment, Waiver, approval after Review, interpretation, or other decision by Holder is valid or effective unless it is in writing and signed by an authorized signatory for Holder. This requirement may not be changed by oral agreement. The grant of an Amendment or Waiver in any instance or with respect to any Lot does not imply that an Amendment or Waiver will be granted in any other instance. (b) Between Holder and Assignee. Any assignment of Holder's rights under this Easement, if otherwise permitted under this Easement, must be in a document signed by both the assigning Holder and the assignee Holder. The assignment document must include a covenant by which the assignee Holder assumes the covenants and other obligations of Holder under this Easement. The assigning Holder must deliver to the assignee Holder the Baseline Documentation Report and such other documentation in Holder's possession reasonably needed to uphold the Conservation Purposes. 8.07 Severability. If any provision of this Conservation Easement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Conservation Easement remain valid, binding and enforceable. To the extent permitted by Applicable Law, the parties waive any provision of Applicable Law that renders any provision of this Conservation Easement invalid, illegal or unenforceable in any respect. 8.08 Counterparts. This Conservation Easement may be signed in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one document. 8.09 Guides to Interpretation. (a) Captions. Except for the identification of defined terms in the Glossary, the descriptive headings of this Conservation Easement are for convenience only and do not constitute a part of this Conservation Easement. (b) Glossary. If any tern defined in the Glossary is not used in this Conservation Easement, the defined term is to be disregarded as surplus material. (c) Other Terms. (i) The word "including" means "including but not limited to". (ii) The words "must" and "shall" are obligatory; the word "may" is permissive and does not imply any obligation. (d) Conservation Easement Act. This Conservation Easement is intended to be interpreted so as to convey to Holder all of the rights and privileges of a Holder of a conservation easement under the Arkansas Conservation Easement Act, Ark. Code. Ann. § 15-20-401 et seq., and any amendments, replacements, or successors to that law. 4864-8745-2599.1 (e) Restatement (Third) of the Law of Property: Servitudes. This Conservation Easement is intended to be interpreted so as to convey to Holder all of the rights and privileges of a Holder of a conservation servitude under the Restatement (Third) of the Law of Property, to the extent that Arkansas law or other Applicable Law does not provide sufficient guidance. 8.10 Entire Agreement. This Easement, and the exhibits attached hereto and made a part hereof, and the Baseline Documentation Report constitute the entire agreement of Owner and Holder pertaining to this Conservation Easement. The terms of this Conservation Easement supersede in full all negotiations, agreements, statements and writings between Owner, Holder and others pertaining to this transaction. 8.11 Incorporation by Reference. Each exhibit attached to this Conservation Easement is incorporated herein by this reference. The Baseline Documentation Report (whether or not attached to this Conservation Easement) is incorporated herein by this reference. 8.12 Jurisdiction; Venue. Holder and Owner submit to the exclusive jurisdiction of the courts of the State of Arkansas located in Washington County and agree that any legal action or proceeding relating to this Easement or the Conservation Easement may be brought only in the courts located in such county. ARTICLE IX. GLOSSARY As used herein, the following terms will have the meanings set out in this Article IX. Access Drive(s). Roads, drives or lanes providing vehicular access to or located within the Property. Additional Improvements. All buildings, structures, facilities and other Improvements within the Property, whether temporary or permanent, other than Existing Improvements. Amendment. An amendment, modification or supplement to this Easement signed by Owner and Holder and recorded in the Public Records. The term "Amendment' includes an amendment and restatement of this Easement. Applicable Law. Any federal, state or local laws, statutes, codes, ordinances, standards and regulations applicable to the Property, this Conservation Easement as amended through the applicable date of reference. If this Easement is intended to meet the requirements of a qualified conservation contribution, then applicable provisions of the Code and the Regulations are also included in the defined term. Beneficiary(ies). A Person given rights under the terms of this Conservation Easement (other than Owner and Holder). Best Management Practices. A series of guidelines or minimum standards (sometimes referred to as BMPs) recommended by federal, state, and/or county resource management agencies for 4864-8745-2599.1 farming and Forestry operations; for preventing and reducing pollution of water resources and other disturbances of soil, water, and vegetative resources; and for protecting wildlife habitats. Code. The Internal Revenue Code of 1986, as amended through the applicable date of reference. Conservation Easement Act. The Arkansas Conservation Easements Act (Ark. Code Ann. § 15- 20-401 et seq.) as amended through the applicable date of reference. Construction. Any demolition, construction, re -construction, expansion, exterior alteration, installation or erection of temporary or permanent Improvements. This term does not include dredging, mining, filling or removal of gravel, soil, rock, sand, coal, petroleum or other minerals. Default Rate. An annual rate of interest equal at all times to two percent (2.0vo) above the "prime rate" announced from time to time in The Wall Street Journal; provided, however, that the Default Rate shall never exceed the maximum rate allowed under Applicable Law. Effective Date. The date and time when this Easement was first put to Public Record. Environmental Laws. Any and all federal, state, local, or administrative agency statutes, regulations, rules, codes, ordinances or requirements of any governmental authority regulating or imposing standards of liability or standards of conduct (including common law) regarding air, water, solid waste, hazardous materials, petroleum products, worker and community right -to - know, hazard communication, radioactive material, resource protection, wetlands and watercourses, health protection and similar environmental health, safety, building and land use laws and regulations as may now or at any time hereafter be in effect. Excluded Areas. Land owned by the Owner on the Effective Date and shown on Exhibit "B" as "Excluded Areas". Existing Improvements. All buildings, structures, facilities and other improvements, whether temporary or permanent, located on, above or under the Property as of the Effective Date as identified in the Baseline Documentation Report. Forestry. Planting, growing, nurturing, managing and harvesting trees whether for timber and other useful products or for water quality, wildlife habitat and other Conservation Purposes. Improvement. Any Existing Improvements or Additional Improvements Invasive Species. A plant species that is (a) Non -Native Species to the ecosystem under consideration; and (b) whose introduction causes or is likely to cause economic or environmental harm or harm to human health. In cases of uncertainty, published atlases are to be used to identify Invasive Species. Lien. Any mortgage, lien or other encumbrance securing the payment of money 4864-8745-2599.1 Litigation Expense. Any filing fee or cost associated with any court or administrative review body, arbitration fee or cost, witness fee and every other fee and cost of investigating, defending, appealing, or asserting any claim of violation under this Easement including in each case, attorneys' fees, other professionals' fees, and disbursements. Losses. Any liability, loss, claim, settlement payment, cost, expense, interest, award, judgment, damages (including punitive damages), diminution in value, fines, fees and penalties or other charge other than a Litigation Expense. Lot. A unit, lot, or parcel of real property separated or transferable for separate ownership or lease under Applicable Law. Low Impact Design. Design techniques that use or mimic natural processes that result in minimal interference with the Conservation Purposes. Market Value. The fair value that a willing buyer, under no compulsion to buy, would pay to a willing seller, under no compulsion to sell as established by appraisal in accordance with the then - current edition of Uniform Standards of Professional Appraisal Practice issued by the Appraisal Foundation or, if applicable, a qualified appraisal in conformity with 26 C.F.R. § 1.170A-13. Mitigation Activities. The activities permitted by or required under a mitigation bank instrument approved by all necessary governmental agencies. Native Species. A plant or animal indigenous to the locality under consideration. In cases of uncertainty, published atlases are to be used to establish whether or not a species is native. New. Occurring or established after the Effective Date Non -Native Species. A plant or animal that is not indigenous (alien) to the locality under consideration. In cases of uncertainty, published atlases are to be used to establish whether or not a species is non-native. Open Space. Open Space is any open piece of land that is undeveloped and helps enhance the beauty and environmental quality of a community for the benefit of the general public. Owner/Ownership. Owner and all Persons after them who hold an interest in the Property. Passive Recreational Use. Recreational uses that involve minimum alteration to vegetation and topography. Uses include but are not limited to non -team sports like hiking, bicycling, bird watching, picnicking, and non -motorized boating. Person(s). An individual, organization, trust, government or other entity. Public Records. The public records of the office for the recording of deeds in and for the county in which the Property is located. 4864-8745-2599.1 Qualified Organization. A governmental or non-profit entity that (a) is established as a public charity for the purpose of preserving and conserving natural resources, natural habitats, environmentally sensitive areas and other charitable, scientific and educational purposes; (b) meets the criteria of a qualified organization under the Regulations; and (c) is duly authorized to acquire and hold conservation easements under Applicable Law. Regulations. The provisions of 26 C.F.R. §1.170A-14, and any other regulations promulgated under the Code that pertain to qualified conservation contributions, as amended through the applicable date of reference. Resource Management Plan. A record of the decisions and intentions of Owner prepared by a qualified resource management professional for the purpose of protecting natural resources that the Conservation Purposes aim to protect during certain operations potentially affecting those resources. It includes a resource assessment, identifies appropriate performance standards (based upon Best Management Practices where available and appropriate), and projects a multi -year description of planned activities for operations to be conducted in accordance with the plan. Review. Review and approval of Holder under the procedure described in Article VI. Review Requirements. Collectively, any plans, specifications or information required for approval of the activity, use or Construction under Applicable Law (if any) plus (a) the information required under the Review Requirements incorporated into this Conservation Easement either as an exhibit or as part of the Baseline Documentation Report or (b) if the information described in clause (a) is inapplicable, unavailable or insufficient under the circumstances, the guidelines for Review of submissions established by Holder to provide sufficient information to conduct its Review. Subdivision. Any division of the Property or any Lot within the Property; and any creation of a unit, Lot or parcel of real property, including subsurface portions of the Property, for separate use or Ownership by any means including by lease or by implementing the condominium form of Ownership. Utility Improvements. Improvements for the reception, storage, or transmission of potable water, storm water, sewage, electricity, gas and telecommunications or other sources of power. Waiver. A written commitment by which Holder, without any obligation to do so, agrees to refrain from exercising one or more of its rights and remedies for a specific period of time with respect to a specific set of circumstances if Holder is satisfied that the accommodation will have no material effect on Conservation Purposes. 4864-8745-2599.1 INTENDING TO BE LEGALLY BOUND, each of Owner and Holder, by its duly authorized representative, have signed and delivered this Conservation Easement as of the Effective Date. This Easement may be executed in multiple counterparts, which, when taken together, shall constitute a single instrument. OWNER: Watershed Conservation Resource Center By: Sandi J. Formica, Ex cutive Director ACKNOWLEDGEMENT STATE OF ARKANSAS ) ss COUNTY OF On this day before me, the undersigned Notary Public, duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named SANDI FORMICA (being the person or persons authorized by said entity, to execute such instrument, stating their respective capacities in that behalf), to me personally well known (or satisfactorily proven to be such person), who stated that she was the President of the WATERSHED CONSERVATION RESOURCE CENTER, and duly authorized in this capacity to execute the foregoing instrument for and in the name and behalf of said entity, and further stated and acknowledged that she had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN WITNESS WHEREOF I have hereunto set my hand and seal, this the pI Ad day of 2024. My Commission Expires: -4 - / .5 - =9 Notary Public LORI LINN Notary Public -Arkansas Washington County My Commission Expires04-15-2029 Commission#12707395 4864-8745-2599.1 INTENDING TO BE LEGALLY BOUND, each of Owner and Holder, by its duly authorized representative, have signed and delivered this Conservation Easement as of the Effective Date. This Easement may be executed in multiple counterparts, which, when taken together, shall constitute a single instrument. OWNER: City of Fayetteville By: Mayor Lioneld Jordan ATTEST: SEAL Kara Paxton, City Clerk/Treasurer ACKNOWLEDGEMENT STATE OF ARKANSAS ss COUNTY OF On this day before me, the undersigned Notary Public, duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named LIONELD JORDAN and KARA PAXTON (being the person or persons authorized by said entity, to execute such instrument, stating their respective capacities in that behalf), to me personally well known (or satisfactorily proven to be such person), who stated that they were the MAYOR and CITY CLERK/TREASURER, respectively, of the CITY OF FAYETTEVILLE, and duly authorized in those capacities to execute the foregoing instrument for and in the name and behalf of said entity, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN WITNESS WHEREOF I have hereunto set my hand and seal, this the day of , 2024. My Commission Expires: Notary Public 4864-8745-2599.1 INTENDING TO BE LEGALLY BOUND, each of Owner and Holder, by its duly authorized representative, have signed and delivered this Conservation Easement as of the Effective Date. This Easement may be executed in multiple counterparts, which, when taken together, shall constitute a single instrument. HOLDER: NORTHWEST ARKANSAS LAND TRUST, an Arkansas non-profit corporation By: Jerij Burb' e, President ACKNOWLEDGEMENT STATE OF ARKANSAS ) ss COUNTY OF WasWw,�ty� ) On this day before me, the undersigned Notary Public within and for the County and State aforesaid, duly commissioned, qualified and acting, appeared the within named JENNY BURBIDGE, the President of NORTHWEST ARKANSAS LAND TRUST, an Arkansas non- profit corporation, and stated and acknowledged that they were duly authorized as such officers to execute the foregoing instrument for and in the name and behalf of said corporation and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration and purposes therein mentioned and set forth. IN WITNESS WHEREOF, I have hereunto set my hand and seal as such Notary Public on this the 3 day of �)cLemloer , 2024. My Commission Expires: 111� ��� otary Public JENNISTODDARD Notary Public - Arkansas Washington County Commission p 12723164 My Commission Expires Apr 79, 7011 3u':IPT'k: 4864-8745-2599.1 INTENDING TO BE LEGALLY BOUND, each of Owner and Holder, by its duly authorized representative, have signed and delivered this Conservation Easement as of the Effective Date. This Easement may be executed in multiple counterparts, which, when taken together, shall constitute a single instrument. HOLDER: NORTHWEST ARKANSAS LAND TRUST, an Arkansas non-profit corporation B ,C-1Z Y• Eileen Jen gs, cretary/ a urer ACKNOWLEDGEMENT STATE OF ARKANSAS } } ss COUNTY OFyVGISh✓l�nh,� ) On this day before me, the undersigned Notary Public within and for the County and State aforesaid, duly commissioned, qualified and acting, appeared the within named EILEEN JENNINGS, the Secretary/Treasurer of NORTHWEST ARKANSAS LAND TRUST, an Arkansas non-profit corporation, and stated and acknowledged that they were duly authorized as such officers to execute the foregoing instrument for and in the name and behalf of said corporation and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration and purposes therein mentioned and set forth. IN WITNESS WHEREOF, I have hereunto set my hand and seal as such Notary Public on this the .3 day of Q�c,cml,,c,r 72024. My Commission Expires: JIr 641 2-1 1 d DS3 tary Public JENNISTODDARD Emy otary Public - Arkansas Washington County ommission # 12723164 mission Expires Apr 7..9. 2033 4864-8745-2599.1 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY A PART OF THE NORTH HALF OF SECTION 24, TOWNSHIP 16 NORTH, RANGE 30 WEST, FIFTH PRINCIPAL MERIDIAN, WASHINGTON COUNTY, ARKANSAS, ALSO BEING LOTS 31, 32, 33 AND A PART OF LOT 34 AND THE WEST 150 FEET OF LOT 30 ALL IN W. E. ANDERSON FARM, FAYETTEVILLE, WASHINGTON COUNTY, ARKANSAS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NE CORNER OF THE NW 1/4 OF SAID SECTION 24, SAID POINT BEING AN EXISTING ARKANSAS STATE LAND SURVEY MONUMENT; THENCE N87017'32"W 267.56 FEET TO AN EXISTING TREE; THENCE S02037'58" W 79.99 FEET ALONG AN EXISTING FENCE TO AN EXISTING IRON; THENCE N76044'53" W 137.32 FEET ALONG SAID FENCE TO AN EXISTING IRON; THENCE N62045'34" W 71.64 FEET ALONG SAID FENCE TO AN EXISTING IRON; THENCE N41055'19" W 35.30 FEET ALONG SAID FENCE TO AN EXISTING IRON; THENCE N87017'27" W 1492.08 FEET TO AN EXISTING IRON; THENCE S03141153" W 245.52 FEET TO AN EXISTING IRON; THENCE S43043'28" W 142.79 FEET TO A SET 1/2" IRON REBAR; THENCE S53047'21" E 60 FEET TO A SET 1/2" IRON REBAR; THENCE S36015'07" W 117.47 FEET TO A SET COTTON SPINDLE IN THE CENTER OF DEAD HORSE MOUNTAIN ROAD, SAID POINT BEING ON A 217.66 FOOT RADIUS CURVE CONCAVE TO THE SW; THENCE SOUTHEASTERLY 30.47 FEET ALONG SAID CURVE AND CENTERLINE, TI4E CHORD FOR WHICH BEING S54019'28" E 30.45 FEET, TO THE BEGINNING OF A 5423.40 FOOT RADIUS CURVE CONCAVE TO THE SW; THENCE SOUTHEASTERLY 370.56 FEET ALONG SAID CURVE AND CENTERLINE, THE CHORD FOR WHICH BEING S47046'55"E 370.49, TO THE BEGINNING OF A 694.04 FOOT RADIUS CURVE CONCAVE TO THE SW; THENCE SOUTHEASTERLY 95.89 FEET ALONG SAID CURVE AND CENTERLINE, THE CHORD FOR WHICH BEING S40026'04" E 95.81 FEET TO THE POINT OF TANGENCY; THENCE S36006'34" E 76.44 FEET ALONG SAID CENTERLINE TO THE BEGINNING OF A 1247.75 FOOT RADIUS CURVE CONCAVE TO THE SW; THENCE SOUTHEASTERLY 82.07 FEET ALONG SAID CURVE AND CENTERLINE, THE CHORD FOR WHICH BEING S33035'25" E 82.06 FEET, TO THE BEGINNING OF A 687.25 FOOT RADIUS CURVE CONCAVE TO THE SW; THENCE SOUTHEASTERLY 304.45 FEET ALONG SAID CURVE AND CENTERLINE, THE CHORD FOR WHICH BEING 518018'49" E 301.96 FEET, TO THE POINT OF TANGENCY; THENCE S07005'32" E 197.98 FEET ALONG SAID CENTERLINE TO A POINT IN THE CENTER OF THE WEST FORK OF THE WHITE RIVER; THENCE LEAVING THE CENTER OF SAID ROAD AND FOLLOWING THE CENTERLINE OF SAID RIVER, THE FOLLOWING BEARINGS AND DISTANCES: N76051'46" E 48.71 FEET; N89004'28" E 46.50 FEET; S81028'57" E 142.46 FEET; S35005'52"E 87.27 FEET; S2810215311E 47.95 FEET; S37042'29"E 173.04 FEET; S59038'36"E 40.93 FEET; S79154'3611E 14.40 FEET; N89018'23"E 332.24 FEET; N75026'52"E 93.24 FEET; S65057'38"E 190.87 FEET; N82023'33"E 61.09 FEET; S78046'21"E 151.61 FEET; 567037147"E 30.87 FEET; S47056'59"E 63.17 FEET; S28008'49"E 72.72 FEET; S17050'3511E 146.94 FEET; S21037'34"E 122.77 FEET; 4864-8745-2599.1 S32023'37"E 61.75 FEET; 842051139"E 132.74 FEET; TO A POINT FROM WHICH A 1/2" REFERENCE IRON SET ON THE NORTH SIDE OF SAID RIVER BEARS N02042'0711E 132.73 FEET; THENCE LEAVING THE CENTER OF SAID RIVER, N02042107"E 2209.18 FEET TO AN EXISTING IRON; THENCE N87'14159"W 149.78 TO THE POINT OF BEGINNING, CONTAINING 72.51 ACRES, MORE OR LESS. THE ABOVE DESCRIBED 72.51 ACRE TRACT BEING SUBJECT TO THE RIGHT-OF-WAY OF DEAD HORSE MOUNTAIN ROAD AND ANY OTHER EASEMENTS AND/OR RIGHTS -OF -WAY WHETHER OR NOT OF RECORD. AND A PART OF THE SECTION 24, TOWNSHIP 16 NORTH, RANGE 30 WEST OF THE FIFTH PRINCIPAL MERIDIAN, WASI3INGTON COUNTY, ARKANSAS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF THE SWI/4 OF SAID SECTION 24, SAID POINT BEING AN EXISTING FENCE CORNER POST; THENCE N87007'44"W 1131.73 FEET; THENCE N01159'36"E 1847.14 FEET TO AN EXISTING COTTON SPINDLE AT THE CENTERLINE INTERSECTION OF DEAD HORSE MOUNTAIN ROAD AND GOFF FARM ROAD FOR THE TRUE POINT OF BEGINNING; THENCE N05041'47"W 956.78 FEET ALONG THE CENTERLINE OF SAID DEAD HORSE MOUNTAIN ROAD TO A POINT; THENCE N0503514811W 451.40 FEET ALONG SAID CENTERLINE TO A POINT; TIIENCE N07005'32"W 660.05 FEET ALONG SAID CENTERLINE TO A POINT IN THE CENTER OF THE WEST FORK OF THE WHITE RIVER; THENCE LEAVING THE CENTER OF SAID DEAD HORSE MOUNTAIN ROAD AND FOLLOWING THE CENTERLINE OF SAID RIVER, FOLLOWING BEARINGS AND DISTANCES: N76151'46"E 48.71 FEET; N89004'28"E 46.50 FEET; S81028'57"E 142.46 FEET; S35005'52"E 87.27 FEET; S2800215311E 47.95 FEET; S37042'29"E 173.04 FEET; S59038'36"E 40.93 FEET; S7905413611E 14.40 FEET; N89018'23"E 332.24 FEET; N75026'52"E 93.24 FEET; S6505713811E 190.87 FEET; N82023'33"E 61.09 FEET; 878046'21"E 151.61 FEET; S6703714711E 30.87 FEET; S47056'59"E 63.17 FEET; S28008'49"E 72.72 FEET; S1705013511E 146.94 FEET; S21037'34"E 58.02 FEET TO A POINT FROM WHICH AN EXISTING REFERENCE IRON ON THE SOUTH SIDE OF SAID RIVER BEARS S53000'46"W 87.99 FEET; THENCE LEAVING THE CENTER OF SAID RIVER, S53°00'46"W 389.56 FEET TO AN EXISTING IRON; THENCE N69°51'02"W 506.15 FEET TO AN EXISTING IRON; THENCE S15024'43"W 1372.71 FEET TO A SET COTTON SPINDLE IN THE CENTER OF GOFF FARM ROAD; THENCE S8501415211W 73.69 FEET TO THE POINT OF BEGINNING, CONTAINING 26.13 ACRES, MORE OR LESS. THE ABOVE DESCRIBED 26.13 ACRE TRACT BEING SUBJECT TO THE RIGHT-OF-WAY OF DEAD HORSE MOUNTAIN ROAD, GOFF FARM ROAD AND ANY OTHER EASEMENTS AND/OR RIGHTS -OF -WAY WHETHER OR NOT OF RECORD. Exhibit A -Legal Description 4864-8745-2599.1 LESS AND EXCEPT A PART OF THE NORTH HALF (N1/2) OF SECTION TWENTY --FOUR (24), TOWNSHIP SIXTEEN (16) NORTH, RANGE THIRTY (30) WEST OF THE FIFTH PRINCIPAL MERIDIAN, WASHINGTON COUNTY, ARKANSAS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER (NW1/4) OF SAID SECTION TWENTY—FOUR (24), SAID POINT BEING AN EXISTING ARKANSAS STATE LAND 'SURVEY MONUMENT; THENCE N87'17'32"W 267.56 FEET TO AN EXISTING TREE; THENCE S02037'58"W 79.99 FEET ALONG AN EXISTING FENCE TO AN EXISTING IRON; THENCE N76`44'53"W 137.32 FEET ALONG SAID FENCE TO AN EXISTING IRON; THENCE N62'45'34"W 71,64 FEET ALONG SAID FENCE TO AN EXISTING IRON; THENCE N41'55'19"W 35.30 FEET ALONG SAID FENCE TO AN EXISTING IRON; THENCE N87'17'27"W 314.59 FEET TO A SET 1/2" IRON REBAR W/PLS CAP 1005 FOR THE TRUE POINT OF BEGINNING; THENCE S05'14'34"E 53.33 FEET TO A SET 1/2" IRON REBAR W/PLS CAP 1005; THENCE S70'54'56"W 806.55 FEET TO A SET 1/2" IRON REBAR W/PLS CAP 1005; THENCE N15'19'20"W 214.01 FEET TO A SET 1/2" IRON REBAR W/PLS CAP 1005; THENCE N64'57'18"E 37.12 FEET TO A SET 1/2" IRON REBAR W/PLS CAP 1005; THENCE N22'58'5.3"W 15.01 FEET TO A SET 1/2" IRON REBAR W/PLS CAP 1005; THENCE N63°03'57"E 238.46 FEET TO A SET 1/2" IRON REBAR W/PLS CAP 1005 AT THE NORTH LINE OF SAID SECTION TWENTY—FOUR (24); THENCE S87'17'27"E 240.92 FEET ALONG THE NORTH LINE OF SAID SECTION TWENTY—FOUR (24) TO AN EXISTING IRON; THENCE S87017'27"E 333.25 FEET TO THE POINT OF BEGINNING, CONTAINING 3,49 ACRES, MORE OR LESS. THE ABOVE DESCRIBED 3.49 ACRE TRACT BEING SUBJECT TO ANY EASEMENTS AND/OR RIGHT'S —OF —WAY WHETHER OR NOT OF RECORD. Exhibit A —Legal Description 4864-9745-2599.1 AND LESS AND EXCEPT A PART OF SECTION TWENTY-FOUR (24), TOWNSHIP SIXTEEN (16) NORTH, RANGE THIRTY (30) WEST OF THE FIFTH PRINCIPAL MERIDIAN, WASHINGTON COUNTY, ARKANSAS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF THE SOUTHWEST QUARTER (SW1/4) OF SAID SECTION TWENTY-FOUR (24), SAID POINT BEING AN EXISTING FENCE CORNER POST; THENCE N87"07'44"W 1131.73 FEET; THENCE N01'59'36"E 1847.14 FEET TO AN EXISTING COTTON SPINDLE AT THE CENTERLINE INTERSECTION OF DEAD HORSE MOUNTAIN ROAD AND GOFF FARM ROAD; THENCE N85'14'52"E 39.19 FEET ALONG THE CENTERLINE OF GOFF FARM ROAD TO THE TRUE POINT OF BEGINNING; THENCE LEAVING THE CENTERLINE OF SAID GOFF ROAD, N05°43'42"W 697.44, FEET ALONG THE EAST RIGHT---OF--WAY LINE OF DEAD HORSE MOUNTAIN TO A SET 1/2" IRON REBAR W/ PLS CAP 1005; THENCE LEAVING SAID RIGHT-OFPWAY LINE, S73°32'41 "E 292,06 FEET TO A SET 1/2" IRON REBAR W/PLS CAP 1005; THENCE S15°24'43"W 654,22 FEET TO AN EXISTING COTTON SPINDLE IN THE CENTER OF GOFF FARM ROAD, THENCE S8 14'52"W 34.50 FEET TO THE POINT OF BEGINNING, CONTAINING 2,48 ACRES, MORE OR LESS, THE ABOVE DESCRIBED 2.48 ACRE TRACT BEING SUBJECT TO THE RIGHT-OF-WAY OF DEAD HORSE MOUNTAIN ROAD, GOFF FARM ROAD AND ANY OTHER EASEMENTS AND/OR RIGHTS -OF -WAY WHETHER OR NOT OF RECORD, Exhibit A — Legal Description 4864-8745-2599.1 EXHIBIT B GRAPHIC DEPICTION OF THE PROPERTY N (� Property Boundary Excluded Areas Existing Access Drives uzj West Fork White River Stream Channel Wet Area Pond O Wet Area Boundary Paints '' 028 025 26 0 0.04 0.07 0.15 Miles i I I I I I I Exhibit B — Graphic Depiction of the Property 4864-8745-2599.1 rl .n....,,...,,. , e \ t Al @kS{mi.Y'nfN!.5^�Y.1"1AuT(nd�IR'fAP/`. &"'" min kt.-,r ,-h7 r dYhd LN';ti'Yr.�tiq`.�aFii,'n.gi':?,;rM: J;S:tY •,• . C61 4 P 2hAh4. \vP[fP •� 1r} 9 ........ . ---. f+vr SACK,>roen o q 1 ' Exhibit B — Graphic Depiction of the Property 4864-8745-2599.1 EXHIBIT C WET AREA Boundary Point Latitude Longitude 1 36.051111 -94.118375 2 36.05104 -94.117783 3 36.050639 -94.117221 4 36.051231 -94.116561 5 36.051553 -94.116946 6 36.051203 -94.117154 7 36.051019 -94.117565 8 36.051244 -94.117607 9 36.052026 -94.117435 10 36.052512 -94.117914 11 36.052733 -94.1178951 12 36.054206 -94.115883 13 36.054512 -94.116171 14 36.054306 -94.114327 15 36.054012 -94.114219 16 36.054439 -94.113668 17 36.052564 -94.113096 18 36.051717 -94.113726 19 36.051486 -94.113281 20 36.050879 -94.11313 21 36.051243 -94.113629 22 36.050977 -94.114246 23 36.048911 -94.113132 24 36.048485 -94.11457 25 36.049056 -94.114895 26 36.048453 -94.118012 27 36.049078 -94.118112 28 36.049126 -94.117593 29 36.049646 -94.118162 Exhibit C — Wet Area 4864-8745-2599.1