20080915 Ver 2_Upper Catawba Trails Agreement - signed_20150507

PUBLIC ACCESS, OPEN SPACE AND TRAILS AGREEMENT
This PUBLIC ACCESS, OPEN SPACE AND TRAILS AGREEMENT ( "Agreement'), made
and entered into as of the 30th day of April 2008, by and between DUKE ENERGY
CAROLINAS, LLC (the 'POWER COMPANY "), DUKE VENTURES, LLC ( "DUKE
VENTURES "), the NORTH CAROLINA DEPARTMENT OF ENVIRONMENT AND
NATURAL RESOURCES ( "NCDENR "), and CRESCENT RESOURCES, LLC
( "CRESCENT "), (singularly referred to herein as "Party" and collectively as "Parties), provides
as follows:
WITNESSETH
WHEREAS, the Power Company, NCDENR, and Crescent are signatories to the Comprehensive
Relicensing Agreement (CRA) for the Catawba - Wateree Hydroelectric Project, FERC Project
No. 2232, dated December 22, 2006;
WHEREAS, the Parties acknowledge that the Federal Energy Regulatory Commission (FERC) is
expected to issue a new operating license (the "New License ") for the Catawba - Wateree
Hydroelectric Project no earlier than May 2009;
WHEREAS, Paragraphs 4.5.1 and 14.6.1.1 of the CRA require the Power Company to establish
100 —foot -wide conservation easements (the "CLJ Conservation Easements ") along portions of
the Catawba River, Linville River, and Johns River, and tributaries to the Catawba and Johns
Rivers in North Carolina, provided certain other CRA requirements are met;
WHEREAS, Appendix O of the CRA describes certain conditions that must be included in the
CLJ Conservation Easements;
WHEREAS, the approximate locations of the CLJ Conservation Easements and certain other
properties owned by Crescent that are to eventually be transferred to the ownership of certain
state natural resource agencies are identified on maps included in Appendix I of the CRA;
WHEREAS, the Power Company acquired the properties located in North Carolina which are
identified in CRA Appendix I and the CLJ Conservation Easements whose terms are consistent
with CRA Appendix O from Crescent in August 2007;
WHEREAS, the CRA also contains the following requirements
"4.5.2 Associated Public Access, Open Space and Trails Planning — The Parties further
agree that, in July 2006, the North Carolina Department of Environment and Natural
Resources (NCDENR) convened a small, focused team including representatives from
the Licensee, Crescent Resources, LLC, and NCDENR. This team shall endeavor in
good faith to develop a plan which identifies mutually agreeable options to provide for
(i) additional public access; (ii) open space or ecological networks, and (iii) continuity of
planned and existing trails on and/or adjoining properties that will include the
conservation easements identified in this Section 4.5. NCDENR, the Licensee, or
Crescent Resources, LLC may also consult independently with state and federal resource
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agencies, local governments, or any other entities for input. This team shall follow a
mutually agreed -to process that establishes principles and goals for addressing design,
easement, access, and acquisition issues. This process shall be completed no later than
March 1, 2008 and is expected to result in additional public access and open space in
some of the North Carolina conservation easements that will provide additional
ecological networks and trail connections linking Wilson Creek, Johns River and/or the
Bridgewater Regulated River Reach beyond the public access, open space and trails
identified in Section 10.27. At the completion of the planning process, but not later than
March 1, 2008, NCDENR will notify the Parties to this Agreement, pursuant to Section
29.0, of the results of the planning process, including identifying whether or not the
planning process has resulted in a level of public access, open space and trail
opportunities along the Johns River and the Bridgewater Regulated River Reach that is
acceptable to the NCDENR.
4.5.3 Results of Public Access, Open Space and Trails Planning — If this planning
process does not result in a level of public access, open space and trail opportunities
along the Johns River or the Bridgewater Regulated River Reach that is acceptable to the
NCDENR, then, after receiving notice to that effect from the NCDENR, any Party may
request that the FERC require the Licensee to provide additional public access, open
space, and trails beyond those identified in Section 10.27, but only along the
Bridgewater Regulated River Reach and/or the Johns River (as applicable), and any
Party to this Agreement may support or oppose such requests in the FERC evaluation
process. However, if this planning process does result in a level of public access, open
space and trail opportunities along the Johns River and the Bridgewater Regulated River
Reach that is acceptable to the NCDENR, as will be identified in the NCDENR's notice
to the Parties, then no Party to this Agreement shall make or support requests to the
FERC to require the Licensee to provide additional public access, open space or trails
beyond those identified in Section 10.27."
WHEREAS, NCDENR initiated the above - described public access, open space and trails
planning process (the "Planning Process ") with the Power Company and Crescent in July 2006;
WHEREAS, the Final Agreement Committee established pursuant to the CPA has recommended
that NCDENR, the Power Company, and Crescent extend their negotiations until May 1, 2008;
WHEREAS, the tracts of land discussed during the Planning Process and discussed in this
Agreement are identified on maps labeled as Figures 1 - 6 in Attachment A of this Agreement;
WHEREAS, Burke County participated in the Planning Process beginning in November 2007;
WHEREAS, NCDENR also coordinated with a local advisory group composed of
representatives from Burke County; Caldwell County; Caldwell County Pathways; City of
Morganton; Foothills Conservancy; North Carolina Wildlife Resources Commission; National
Park Service, Overmountain Victory National Historic Trail; National Park Service, Rivers,
Trails and Conservation Assistance; North Carolina Division of Parks and Recreation, State
Trails Program; North Carolina Division of Parks and Recreation, Lake James State Park; and
Western Piedmont Council of Governments to obtain additional input into the Planning Process;
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WHEREAS, Crescent sold Tracts 2112.01, 2124.00, and 2129.04 to Robert Collett, Charles
"Bud" Hathcock and Andrew Laczko, respectively, in December 2007, with the stipulation that
each buyer participate in the Planning Process;
WHEREAS, Andrew Laczko, Charles "Bud" Hathcock, and Robert Collett participated in the
Planning Process beginning in January 2008;
WHEREAS, the Planning Process is now completed and has resulted in agreements among the
Parties on public walking, biking, and equestrian trail access (identified herein as "Trail
Easements ") and fee simple land purchase options (identified herein as "Land Purchase
Options ") in the vicinity of the Catawba River and Johns River, and tributaries to the Catawba
and Johns Rivers in North Carolina;
WHEREAS, a conflict exists over road access to hunting and recreation lands that are owned and
/ or managed by certain North Carolina and South Carolina state natural resource agencies in the
vicinity of the Power Company's Lake Jocassee, which is part of the Keowee - Toxaway
Hydroelectric Project (FERC Project No. 2503) and is located on the North Carolina -South
Carolina border;
WHEREAS, an Access Agreement (hereinafter referred to as the "Access Agreement ") recorded
on September 28, 1998, in Book 437, P. 829, in Transylvania County, North Carolina between
the South Carolina Department of Natural Resources ( SCDNR), Duke Energy Corporation, and
Crescent granting SCDNR access to SCDNR's Crossroads Mountain property (identified as
Parcel SC -2 in the Access Agreement) through NCDENR's Gorges State Park may be invalid on
approximately 2 miles of Chestnut Mountain Road beginning at North Carolina Highway 281;
WHEREAS, an Option Agreement dated July 8, 1998 (the "Option Agreement ") between
Crescent Resources, Inc., Duke Energy Corporation, and the State of North Carolina contained
provisions for the granting of a perpetual conservation easement by Crescent and its successors
to the State of North Carolina over the described easement tract located west of the Toxaway
Gamelands managed by the North Carolina Wildlife Resources Commission (NCWRC),
(hereinafter referred to as the "Conservation Easement");
WHEREAS, both the Power Company and NCDENR have been involved for over a year in
discussions about options to permanently resolve the Gorges State Park road access conflict and
a timely resolution of the conflict is desirable and could enhance the utility of this Agreement if
such a resolution is incorporated herein; and,
WHEREAS, the Power Company and NCDENR have conferred with Crescent, SCDNR and the
NCWRC concerning potential solutions to the problem of access by hunters and other
recreational users through Gorges State Park to use SCDNR's Crossroads Mountain property and
NCWRC's Toxaway Gamelands and provisions related to the access problem that are wholly
consistent with the Access Agreement and the Option Agreement have been incorporated into
this Agreement.
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NOW, THEREFORE, IN CONSIDERATION of all other actions and undertakings as set forth
hereinbelow, the Parties contract and agree as follows:
Catawba River & Warrior Fork Public Access, Open Space and Trails
Tract 2144.02: Provided that the actions in Paragraph 12 of this Agreement have been fully
completed, Crescent shall provide the Power Company with a Trail Easement through this
tract on the gravel driveway adjoining the CLJ Conservation Easement in accordance with
Paragraph 22 of this Agreement. The Power Company shall pay all transaction costs
(including surveys (if necessary), document preparation, and recording costs), but shall not
pay for the cost of the land itself. Hereinafter, this delineation of costs shall be referred to as
"at no land cost".
2. Tracts 2138.04 and 2138.00: Provided that the actions in Paragraph 12 of this Agreement
have been fully completed, Crescent shall provide the Power Company with a Trail Easement
through these tracts within the CLJ Conservation Easements on these tracts of adequate
width to accommodate a trail of up to 10 feet in width consistent with Paragraphs 17 and 22
of this Agreement and at no land cost to the Power Company,
3. Tract 2072.03: Provided that the actions in Paragraph 12 of this Agreement have been fully
completed, Crescent shall provide the Power Company with a Trail Easement within the CLJ
Conservation Easement beginning at the future greenway bridge crossing Warrior Fork
(expected to be located at approximately the midpoint of the length of the CLJ Conservation
Easement along Warrior Fork) and extending to the northern boundary of the CLJ
Conservation Easement on this tract (as shown on Figure 2 of Attachment A of this
Agreement) of adequate width to accommodate a trail of up to 10 feet in width consistent
with Paragraphs 17 and 22 of this Agreement and at no land cost to the Power Company.
4. Tract 2145.00: The Parties agree that no Trail Easements or Land Purchase Options shall be
provided on this tract by this Agreement.
Johns River Public Access, Open Space and Trails
Tracts 2121.02 (33 acres), 2121.06 (39 acres), 2122.00 (767 acres), 2134.01 (614 acres),
2131.02 (102 acres), 2123.00 (989 acres), 2168.04 (26 acres), and 2168.03 (20 acres):
Provided that the actions in Paragraph 12 of this Agreement have been fully completed, then
by June 30, 2008, Duke Ventures shall acquire these eight land parcels (totaling
approximately 2,590 acres) from Crescent at a price that Duke Ventures and Crescent agree
represents fair market value. Duke Ventures and Crescent shall choose a mutually agreeable
appraiser to perform an appraisal on the parcels. Based upon this appraised price, Duke
Ventures and Crescent shall negotiate to determine a sales price for the parcels.
6. Tracts 2121.02 (33 acres), 2121.06 (39 acres), 2122.00 (767 acres), 2134.01 (614 acres),
2131.02 (102 acres), 2168.04 (26 acres) and 2168.03 (20 acres): Provided that the actions in
Paragraphs 12 and 13.a. of this Agreement have been fully completed and consistent with the
provisions of Paragraphs 13.c. and 13.d. of this Agreement, Duke Ventures and NCDENR
shall, by March 1, 2009, enter into a Land Purchase Option that expires on February 28, 2011
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whereby NCDENR may purchase these seven land parcels (totaling approximately 1,601
acres) at a price that NCDENR and Duke Ventures agree represents fair market value. Duke
Ventures shall draft the Land Purchase Option instruments, obtain the necessary surveys, and
obtain any Duke Ventures - required appraisals. NCDENR shall obtain any NCDENR-
required appraisals. Duke Ventures and NCDENR shall negotiate to determine a sales price
for the land parcels.
Tract 2123.00 (989 acres): Provided that the actions in Paragraphs 12 and 13.a. of this
Agreement have been fully completed and consistent with the provisions of Paragraphs 13.c.
and 13.d. of this Agreement, Duke Ventures and NCDENR shall, by March 1, 2009, enter
into a Land Purchase Option that expires on February 29, 2012, whereby NCDENR may
purchase this tract at a price that NCDENR and Duke Ventures agree represents fair market
value. Duke Ventures shall draft the Land Purchase Option instrument, obtain the necessary
surveys, and obtain any Duke Ventures- required appraisals. NCDENR shall obtain any
NCDENR- required appraisals. Duke Ventures and NCDENR shall negotiate to determine a
sales price for the land parcels.
8. Tract 2165.02: Provided the actions in Paragraph 12 of this Agreement have been fully
completed, Crescent shall provide a Trail Easement to the Power Company within the CLJ
Conservation Easement and/or the floodplain of the Johns River through this tract. Unless
the underlying property owner desires otherwise, trail construction and public access on this
tract shall not begin until a State or local government entity acquires the necessary rights for
public access on adjoining properties such that the trail resulting from the above referenced
Trail Easement would pass through the tract as opposed to ending on the tract. The Trail
Easement shall come at no land cost to the Power Company. The Trail Easement instrument
shall require the State or local government entity(ies) that acquires the necessary rights for
public access on the adjoining properties to record said rights in the applicable county office.
The Trail Easement instrument shall also require that within 180 days following the
recordation of the necessary rights for public access on the adjoining properties, Crescent, the
Power Company, and the applicable State or local government entity shall mutually agree on
the path for the trail across Tract 2165.02 and the State or local government entity shall
prepare and record in the applicable county office any additional easement instruments or
survey plats needed to fully describe the location of the trail and Trail Easement. With
regard to this Trail Easement, after it has been initially provided to the Power Company by
Crescent and the Trail Easement instrument on this tract has been recorded in the applicable
county office, neither Crescent, the Power Company, nor Duke Ventures shall be responsible
for initiating any discussions relative to beginning trail construction or allowing public access
within this Trail Easement, preparing and recording in the applicable county office any
additional surveys or ensuring that any additional easement documents are developed,
executed and recorded.
9. Tract 2130.05: The Parties agree that no Trail Easements or Land Purchase Options shall be
provided on this tract by this Agreement.
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Other Agreements
10. The Parties agree that all acreage amounts and property boundaries identified in this
Agreement are approximate and that physical surveys may indicate different acreages and/or
property boundaries.
11. The Parties agree that unless specified otherwise in this Agreement, the Trail Easements
identified in this Agreement shall be perpetual and shall have the widths and meet all other
conditions for Trail Easements described in Attachment B of this Agreement.
12. NCDENR shall provide a letter by May 1, 2008 to all designated representatives of all parties
to the CRA stating, in accordance with the CRA, that the Planning Process resulted in this
Agreement which NCDENR finds results in a level of public access, open space and trail
opportunities along the Johns River and Bridgewater Regulated River Reach that is
acceptable to NCDENR and that the CLJ Conservation Easements acquired by the Power
Company from Crescent on the tracts that are identified in this Agreement adequately meet
the requirements set forth in the CRA.
13. The following provisions shall be implemented to address road access issues in the vicinity
of NCDENR's Gorges State Park:
a. As soon as possible but no later than August 1, 2008, NCDENR shall cause a
request to be made to the North Carolina Council of State to approve the granting
of a road easement (the "Road Easement ") through Gorges State Park to SCDNR,
and NCDENR shall use its best efforts to obtain the approval. The Road
Easement shall be along Chestnut Mountain Road from NC Highway 281 to
Turkey Pen Gap or to such point on Chestnut Mountain Road where SCDNR
currently owns an easement and the terms and conditions of said Road Easement
shall be wholly consistent with the terms and conditions of the Access
Agreement, which Access Agreement is attached hereto as Attachment C and
incorporated by reference herein, provided the Road Easement will allow access
to SCDNR lands without cost to the users; provided further the Road Easement
will be subject to reasonable rules and regulations of the State of North Carolina
and its Division of Parks and Recreation, or its successors; and provided further
that the entry will be by gate and key code to users during all hours, except when
roads are temporarily closed for construction or removal of natural obstruction.
Provided the North Carolina Council of State approves the granting of the Road
Easement, within 60 days following said approval or by December 31, 2008,
which ever occurs first, NCDENR shall ensure that the Road Easement instrument
and any necessary surveys are fully executed and recorded at the applicable
county offices.
b. The Parties agree that within 240 days following the receipt by Crescent of a
written request from the State of North Carolina, Crescent will consult with the
State of North Carolina, negotiate, execute and deliver to the State of North
Carolina and record in the applicable county offices, the Conservation Easement
over the easement tract located west of the Toxaway Gamelands, as described in
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the Option Agreement, with the terms and conditions of said Conservation
Easement being wholly consistent with the Option Agreement, which Option
Agreement is attached hereto as Attachment D and incorporated by reference
herein.
c. Until the Road Easement through Gorges State Park to SCDNR has been granted
in accordance with the provisions of Paragraph 13.a. of this Agreement and the
timeframes set forth therein, Duke Ventures shall have no obligation to enter into
the Land Purchase Options identified in Paragraphs 6 and 7 of this Agreement or
to provide the purchase price reduction identified in Paragraph 14 of this
Agreement.
d. Until the Road Easement through Gorges State Park to SCDNR has been granted
in accordance with the provisions of Paragraph 13.a. of this Agreement and the
timeframes set forth therein, the purchase of and transfer of title to the tracts of
land identified in Paragraphs 6 and 7 of this Agreement to NCDENR or
NCDENR's designee shall not occur.
e. Until such time as the Road Easement contemplated by Paragraph 13.a. of this
Agreement has been fully executed and recorded to provide access by hunters and
other recreational users through Gorges State Park, and current pavement /
construction activities have been completed at the entrance of Chestnut Mountain
Road, which is anticipated to be finished by November 1, 2008, NCDENR shall
continue its current procedures to allow hunters and other recreational users
access to SCDNR's Crossroads Mountain property through Gorges State Park
beginning September 2, 2008.
f. Until such time as either the Road Easement contemplated by Paragraph 13.a. of
this Agreement or the Conservation Easement contemplated by Paragraph 13.b. of
this Agreement has been fully executed and recorded, NCDENR shall continue its
current procedures to allow hunters and other recreational users access to
NCWRC's Toxaway Gamelands through Gorges State Park beginning September
2, 2008.
14. Consistent with the provisions of Paragraphs 13.c. and 13.d. of this Agreement, Duke
Ventures shall cause a reduction in the purchase price of $1,350 per acre for the tracts
purchased in accordance with Paragraphs 6 and 7 of this Agreement, up to a total of
$3,500,000 if all tracts set forth in Paragraphs 6 and 7 are purchased, provided that (1) the
actions identified in Paragraphs 12 and 13.a. of this Agreement have been fully
completed and (2) the New License for the Catawba - Wateree Hydroelectric Project and
any associated 401 Water Quality Certifications (as defined in the CRA) issued by the
North Carolina Division of Water Quality ( NCDWQ) are both final (i.e., all
administrative and judicial challenge periods are closed) and are consistent with the CRA
and this Agreement with regard to water quality, water quantity, public access, open
space, and trails.
a. In the event that the associated 401 Water Quality Certifications issued by
NCDWQ and/or the New License issued by the FERC are not final by the
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expiration date of a Land Purchase Option(s) identified in this Agreement, Duke
Ventures shall extend the applicable Land Purchase Option(s) for up to an
additional two years after the New License and any associated 401 Water Quality
Certifications from NCDWQ are final, if requested by NCDENR in writing.
b. In the event that NCDENR acquires one or more of the tracts identified in
Paragraphs 6 and 7 of this Agreement without utilizing any portion of the
applicable price reduction contemplated in this Paragraph, then within two years
following the completion of the activities identified in (1) and (2) of this
Paragraph, the Power Company shall direct an amount equivalent to the unutilized
purchase price reduction for said tract(s) to NCDENR's choice of the North
Carolina Land Escrow Account established in accordance with Section 14.5 of the
CRA and/or to a NCDENR - specified local government(s) to support the local
government's planning, additional property rights acquisition and/or construction
of a regional trail system that includes trails on the Catawba River, the Johns
River and/or tributaries to either river.
15. Provided that McDowell County enters into a land purchase contract with Crescent to
purchase the majority of the Crescent -owned tract located in McDowell County shown in
Figure 5 of Attachment A of this Agreement, then within ninety (90) days following
written notification by Crescent of the existence of such land purchase contract,
NCDENR shall seek approval by the State of North Carolina for a land trade of
approximately 50 acres of Crescent property located in Burke County (Burke County
Pin# 174300613636) along the Catawba River Bypassed Reach for approximately 50
acres of property in McDowell County that is currently included in Lake James State
Park as depicted in Attachment A, Figure 5 ( "Land Trade "). The purpose of the Land
Trade is to support public water supply - related facilities for McDowell County ( "the
Public Purpose "). Prior to NCDENR seeking approval by the State of North Carolina,
Crescent and NCDENR shall consult directly with each other to confirm their
understanding of the Land Trade boundaries. At NCDENR' S request, Crescent shall
prepare the deed instruments and any required surveys. Provided the Land Trade is
approved by the State of North Carolina, Crescent shall ensure that the deed instruments
to McDowell County are executed and recorded coincident with the finalization of the
State of North Carolina's approval discussed in this Paragraph. In the event that the
request for Land Trade approval is denied by the State of North Carolina, by December
31, 2009, NCDENR shall consult with Crescent to identify any other mutually agreeable
means to provide for the Public Purpose. Any land trade or other means of permanent
road access shall be provided by NCDENR and/or Crescent at no land cost to NCDENR,
Crescent, or any other entities.
16. The Parties agree that providing or accepting Trail Easements in no way obligates the
underlying property owner, the Power Company, Duke Ventures, or Crescent to
construct, maintain, or operate any trails. The Parties also agree that the underlying
property owner retains the option of deeding property upon which any Trail Easement
lies, with restrictive covenants, to the entity constructing and operating the trail.
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17. The Parties acknowledge that any Trail Easements for trails to be constructed within the
CLJ Conservation Easements shall require compliance with the terms of the CLJ
Conservation Easements. The Parties further acknowledge that the entity desiring to
construct a trail on a Trail Easement provided pursuant to this Agreement within a CLJ
Conservation Easement shall be responsible for obtaining any and all required approvals
as set forth in the CLJ Conservation Easements.
18. No Party shall take any action to support the inclusion of the Trail Easements, CLJ
Conservation Easements, or properties covered by the Land Purchase Options or Land
Trade into the FERC Project Boundaries for the Catawba - Wateree Hydroelectric Project.
19. The Parties agree that, if approved by NCDENR, another North Carolina state agency or
unit of government or North Carolina land trust may assume NCDENR's role in entering
into the Land Purchase Options identified in this Agreement.
20. The Parties agree that any entity within Duke Energy Corporation may assume the Power
Company or Duke Ventures' rights and obligations under this Agreement with respect to
the transfer or holding of interests in real property and/or the provision of purchase price
reductions or funding.
21. The Parties agree that in siring Trail Easements, the Power Company, Crescent,
NCDENR and/or any applicable units of local government shall locate the Trail
Easements in a way that seeks to minimize trail engineering, construction and
maintenance challenges while at the same time providing protection of the property
values, uses, and development interests of the underlying landowner(s).
22. Provided the actions identified in Paragraph 12 of this Agreement have been fully
completed, by March 1, 2009, the Power Company shall coordinate with Crescent,
NCDENR and any applicable units of local government to site the Trail Easements and
develop all instruments necessary for the Trail Easements consistent with Attachment B
of this Agreement and the Power Company and Crescent shall establish and record the
Trail Easements identified in Paragraphs 1, 2, 3, and 8 of this Agreement with the Power
Company as easement holder. The Power Company shall develop the Trail Easement
instruments and prepare any necessary surveys.
23. The Power Company shall transfer the applicable Trail Easements to NCDENR or any
applicable local government agency within 3 years following the New License for the
Catawba - Wateree Hydroelectric Project becoming final and at no land cost to NCDENR
or other local government agency, provided that: (1) the actions identified in Paragraph
12 of this Agreement have been fully completed and (2) the final New License issued by
the FERC for the Catawba - Wateree Hydroelectric Project and all associated final 401
Water Quality Certifications issued by NCDWQ are consistent with this Agreement and
the CRA with regard to water quality, water quantity, public access, open space, and
trails.
24. Provided the actions in Paragraphs 12, 13.a. and 13.b. of this Agreement are fully
completed, then between January 1, 2009 and March 1, 2012, NCDENR agrees to
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contribute up to a total of $500,000 and Duke agrees to contribute up to a total of
$700,000 to take mutually agreeable and documented actions that: (1) make
improvements or take other actions necessary to bring roads located on properties
covered by the Conservation Easement identified in Paragraph 13.b. of this Agreement
into serviceable condition and/or (2) take other steps that are beneficial to the
implementation of this Agreement.
25. The Power Company agrees to negotiate in good faith with NCDENR from time to time
on actions the Power Company could undertake to assist with maintenance of the Road
Easement identified in Paragraph 13.a. of this Agreement to standards for road surface
widths and maintenance and operating conditions that are consistent with the best
management practices for forest roads as defined by North Carolina Forestry Best
Management Practices Manual To Protect Water Ouality. amended September 2006,
North Carolina Division of Forest Resources publication number FM- 08 -01.
26. During the timeframes in Paragraph 13.e. and Paragraph 13.£ of this Agreement in which
NCDENR shall continue its current procedures to allow hunters and other recreational
users access to SCDNR's Crossroads Mountain property and to NCWRC's Toxaway
Gamelands through Gorges State Park, the Power Company agrees to: 1) assist with
maintenance of Auger Hole Road within Gorges State Park to standards for road surface
widths and maintenance and operating conditions that are consistent with the
best management practices for forest roads as defined by North Carolina Forestry Best
Management Practices Manual To Protect Water Quality. amended September 2006
North Carolina Division of Forest Resources publication number FM- 08 -01; and 2)
provide for roving security at the gates of, and along, Auger Hole Road within Gorges
State Park on a 24 -hour basis, with the frequency of patrols as needed and determined in
consultation with NCDENR.
27. Crescent shall not enter into any contracts to sell those tracts identified in Paragraphs 1,
2, 3 and 8 of this Agreement prior to the Trail Easements referenced in those Paragraphs
being fully executed and recorded. Crescent also shall not enter into contracts to sell
those tracts identified in Paragraph 5 of this Agreement to any entity other than Duke
Ventures prior to July 1, 2008.
28. Duke Ventures shall not enter into contracts to sell those tracts identified in Paragraph 5
of this Agreement to any entity other than NCDENR or NCDENR's designee prior to
March 1, 2009.
29. In the event that the actions identified in Paragraph 12 of this Agreement are not fully
completed, or the final New License issued by the FERC for the Catawba - Wateree
Hydroelectric Project or the associated final 401 Water Quality Certifications issued by
NCDWQ are inconsistent with this Agreement or the CRA with regard to water quality,
water quantity, public access, open space, or trails, any Party to this Agreement who is
substantially negatively affected (as contemplated by General Agreements and
Procedures ( "GAP ") 22.0 of the CRA) thereby shall be allowed to withdraw from this
Agreement with no further obligations hereunder. Parties shall use the procedures of the
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CRA to determine whether an action is an Inconsistent Act (as defined in the CRA) and
the corresponding rights of withdrawal under GAP 27.0 of the CRA.
30. This Agreement shall not be modified or amended except by an instrument in writing
signed by all the Parties.
31. This Agreement shall apply to, and be binding on, the Parties and their successors and
assigns.
32. Each signatory to this Agreement represents that he /she has the full legal authority to
execute this Agreement and to bind the Party (principal) that he /she represents, and that
by such representative's signature, such principal shall be bound upon the receipt of
authorized signatures from all Parties on this Agreement. This Agreement may be signed
in counterparts to expedite signatures. If by 11:59 pm on May 1, 2008, any Party
representative has not signed this Agreement, then this Agreement shall become null and
void.
33. This Agreement shall be governed by the laws of the State of North Carolina and
interpreted consistent therewith.
34. Severability of Provisions - If any provision of this Agreement shall be held to conflict
with the CRA, or if any provision shall be held to be illegal and unenforceable in any
respect, such provision shall be deemed invalid and unenforceable, but such invalidity
and unenforceability shall not affect any other provision hereof nor the validity of the
remainder of this Agreement.
35. Force Majeure — This Agreement incorporates by reference the provisions of GAP 39.4
of the CRA.
36. Damages - This Agreement incorporates by reference the provisions of GAP 39.16 of the
CRA.
37. The term of this Agreement shall be from the date of the last signature below through the
term of the New License for the Catawba - Wateree Hydroelectric Project.
38. Crescent warrants that it has title to the properties identified in this Agreement as
belonging to Crescent.
39. This Agreement is intended to be consistent with and implement the CRA. Any
ambiguities in this Agreement shall be construed to effectuate the purposes of the CRA.
Upper Catawba Public Access Open Space and Trails Agreement Signature Copy.doc
11

AGREED TO BY THE AUTHORIZED REPRESENTATIVES OF THE PARTIES NAMED
BELOW ON THE DATES SHOWN BY THEIR SIGNATURES:
f
r
CRESCENT RESOURCES, LLC
By: Date: 3D 2[€
J M. Sh rt r.
P dent, L Management
DUKE ENERGY CAROLINAS, LLC
i
By: Date:
F s,_ff
P _.
DUKE VENTURES, LLC
By: Date:
Steueu.IG. -)-a ng
er
I'
NORTH CAROLINA DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
By: Date:
>.
C
i
I'
Upper Catawba Public Access Open Space and Trails Agreement Signature Copy.doc
12

AGREED TO BY THE AUTHORIZED REPRESENTATIVES OF THE PARTIES NAMED
BELOW ON THE DATES SHOWN BY THEIR SIGNATURES: j
CRESC RESOURCES, LLC
I
I
By: Date:
James M. Short, Jr.
President, Land Management
DUKE ENERGY CAROLINAS, LLC
By: 1z v • Dater
Ellen T. Ruff
President
DUKE VENTURES, LLC
By: Date: 7 36
Steven K. Young
Chief Financial Officer
NORTH OLINA DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
I I
i r
I
By: Date:
William G. Ross, Jr
Secretary
I I
L
Upper Catawba Public Access Open Space and Trails Agreement. Signature Copy. doc
12
I

APR /30/2008AEO 03:33 PM P•002
AGREED TO BY THE AUTHORMED REPRESENTATIVES OF THE PARTIES NAMED
BELOW ON THE DATES SHOWN By TBEIR SIGNATURES:
CRESC OURC
ES,
Date:
James —AX4S1,h0rvfr, (:
President, Management
I
D ENERGY CAROLINAS, LLC
By: Date:
Ellen T/DUKERES, Ruff
Date:
f
stem K. Young
Chief Financial Offic
i
NORTH CAROLINA DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
By , i � Date:' � I
William G. Ross, Jr
Secretary
I
Upper Catawba public Access Open Space and Trails kgreament.Signanue Copy043008.doc
12 I
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Attachment A
Maps
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Upper Catawba Public Access Open Space and Trails Agreement Signature Copy.doc
13

Figure 2
Upper Catawba Public Access Open Space and Trails Agreement Signature Copy.doc
15

Figure 3
Upper Catawba Public Access Open Space and Trails Agreement Signature Copy.doc
16
2121.06

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3
2168.03
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Figure 4
i
Upper Catawba Public Access Open Space and Trails Agreement Signature Copy.doc
17

Figure 5
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Upper Catawba Public Access Open Space and Trails Agreement Signature Copy.doc
18

Attachment B
Trail Easement Conditions
• Trail Easements provide for public walking access within the Trail Easement boundaries
to allow passage through the subject tract.
• The Trail Easement does not provide for public access outside the Trail Easement
boundary.
• The Trail Easement width shall be 15 ft, except for 20 It on the Trail Easements on Tracts
2138.04, 2138.00 and 2072.03.
• Trail widths shall be consistent with the conditions set forth in Appendix O of the CRA
and shall typically be no wider than 5 feet. Temporary construction easements or
agreements during construction of a trail may be wider as appropriate for the specific
location.
• The Trail Easements shall not provide for motorized vehicle use, except for when such
motorized vehicle use is needed for trail construction and management, land management
purposes or in cases of emergency.
• Biking and equestrian use will be allowed with the agreement of the underlying fee
property owner.
• In the event that an underlying fee property owner or unit of local government desires to
relocate an existing trail on one of the tracts identified in this Agreement, that entity shall
bear all costs associated with acquiring necessary easements and constructing the
relocated trail with approval of the applicable unit of local government or underlying
landowner.
• Any Trail Easements that extend into the CLJ Conservation Easements must be
consistent with the requirements and limitations of the CLJ Conservation Easements.
Any ambiguities in this Agreement between the Trail Easement conditions and the
requirements of the CLJ Conservation Easements shall be construed to effectuate the
purposes of the CLJ Conservation Easements.
• Any trail located within a CLJ Conservation Easement shall, to the extent practicable, be
located at least 50 feet from the top of the river bank or streambank.
Upper Catawba Public Access Open Space and Trails Agreement Signature Copy.doc
20

Attachment C
Access Agreement

ACCESS AGREEMENT
THIS ACCESS AGREEMENT (this "Agreement') is made and entered into to be effective
as of the 29th day of June, 1998, by, between and among DUKE ENERGY CORPORATION, a
North Carolina corporation ( "Duke "), CRESCENT RESOURCES, INC., a South Carolina
corporation ( "Crescent ") and the SOUTH CAROLINA DEPARTMENT OF NATURAL
RESOURCES, an f the State of South Carolina ( "DNR ").
daY atetednd
�� stracod 19�
at day of ofof Pa� BACKGROUND
veered on tihe 'tom ,
in BookNo'• '� T oStvantaCout\tY
tstet of R iV 2 the process of acquiring approximately 24,000 acres of real .property (the
Re�,Property")
located in Pickens and Oconee Counties of South Carolina pursuant to various deeds
of even date herewith from Crescent to DNR. Duke and Crescent are the owners of various parcels
of real property (the "Adjacent Lands ") located within and adjacent to the Property over which
various roadways serving the Property are situate. In order to assure that reasonable access is
provided to DNR and all users of the Property permitted by DNR, while at the same time assuring
Duke and Crescent that their rights in the Adjacent Lands are preserved, the parties deem it
appropriate to enter into this Agreement.
NOW, THEREFORE, for and in consideration of $5.00 paid by DNR to Duke, $5.00 paid
by DNR to Crescent, the mutual covenants hereinafter set forth and other valuable consideration,
the parties do hereby agree as follows;
1. Non- FJCC1131vP. P+ SPMPnt nvar 'Zr-') A .... e Dn.di rr .......1......:., n,... _.... wr --t
Crescent hereby grants DNR a non - exclusive easement for pedestrian and vehicular ingress and
egress over the SC -2 Access Roads (hereafter defined) to provide access to that certain portion of
the Property designated as "Parcel SC -2" and more fully described in Exhibit A attached hereto;
provided, however, that all utilization of the SC -2 Access Roads shall be subject to reasonable rules
and regulations promulgated from time to time by the State of North Carolina, or any agency or
instrumentality. thereof, in the event the fee interests in the SC -2 Access Roads and/or the
surrounding real property, or any substantial portion thereof, is acquired by the State of North
NPCOL2279230.3 -CA (EGM) 010083 -15

Carolina, directly or indirectly, from Crescent. "SC -2 Access Roads" means those certain roadways
owned by Crescent (or over which Crescent has the right to grant non - exclusive easements) located
in Transylvania, North Carolina which provide access to Parcel SC-2 utilizing the "North Carolina
Access Routes" described in Exhibit A -1 attached hereto.
2. Crossing of Interior ProMM of Duke (Pickens and Oconee o nti c South
Carolina). Duke hereby grants DNR a non -exclusive right and license, in perpetuity, to cross that
certain property owned by Duke (the "Interior Property") more fully described in Exhibit B attached
hereto; provided, however, that such right and license (i) is limited to use for pedestrian and
vehicular ingress and egress utilizing existing roadways shown on the plats described in Exhibit B
attached hereto to the extent the same lie within the Interior Property; (ii) shall exclude any roadways
Which are utilized solely to provide access to Duke owned improvements; (iii) shall be applicable
only to those roadways which are necessary to permit pedestrian and vehicular travel from portions
of the Property located on one side of the Interior Property to portions of the Property located on
the opposite side of the Interior Property (or in the case of the 1,000 Foot Strip described in R hibi
$, travel involving access, directly or indirectly, to various portions of Parcel SC -2); and (iv) is
subject to the right reserved by Duke to relocate such roadways to the extent that the same lie.within
the Interior Property or within 300 feet thereof if relocation is reasonably required by Duke for the
installation of equipment, erosion control or other reasonable activities associated with the operation
and maintenance of the Interior Property.
3. Access to Pha e I (Pickens Cnnnly. South C'°rolinal, Duke hereby grants DNR a
non -exclusive easement for pedestrian and vehicular ingress and egress over and across that certain
access road generally running in an east -west direction along that certain 170.46 Acre Tract
described in ExhbLC from South Carolina State Road 143 to the southeasternmost corner of Phase
I (Phase I being described in F hibi 1 (at its intersection with the northern boundary line of the
170.46 Acre Tract). The roadway is not presently shown on a plat, but the two end points are
circled on Exhibit Gl attached hereto. Crescent joins in the grant of this non - exclusive easement
to the extent that any portion of the roadway described in EZJ3ibiLQ is located on lands owned by
Crescent. Crescent and Duke reserve the right to undertake reasonable relocation of the roadway
from time to time to the extent such relocation is reasonably required by Duke or Crescent for the
2 NPCOt2 :279230.3 -CA (EW 016093 -15

Y
installation of equipment, erosion control or other reasonable activities associated with the operation
and maintenance of property owned by Duke and/or real estate development activities; provided,
however that the roadway, after any such relocation, must continue to provide reasonable access to
the end points shown on Exhibit C -1, DNR acknowledges and agrees that the foregoing easement
is in place of any and all rights DNR may now have or hereafter acquire to utilize any roadway
(other than portions, if any, of new roadways described in the first sentence of this Paragraph 3)
presently located on that certain 600± Acre Parcel more fully described in Exhibit -2 attached
hereto, whether as access roads to any portion of the Property or otherwise, and DNR shall
cooperate with Crescent pursuant to reasonable requests made by Crescent from time to time to assist
in the closing of any such roadways within said 6001 Acre Parcel and/or the limiting of utilization
thereof.
4. Utilization of Roadways within Conservation Tract I JOconee County- South
Carolina). Crescent acknowledges that access to Parcel SC-2, Tract I (as described in Exhibit A
attached hereto) is afforded utilizing roadways located within that certain tract of land
( "Conservation Tract I ") owned by Crescent bounded by the Bad Creek Pumped Storage Project
owned by Duke, the North Carolina State line, Parcel SC -2 and the 1,000 Foot Strip (as described
in E hibi B attached hereto) owned by Duke, and Lake Jocassee. Crescent agrees that it shall grant
reasonable access to DNR from time to time upon request of DNR over those roadways located on
the Conservation Tract which provide the most direct access to Parcel SC -2, Tract 1 from (i) Auger
Hole Road entering Conservation Tract I at the North Carolina State line and (ii) the roadways
within the Bad Creek Pumped Storage Project which DNR is permitted to utilize in accordance with
Paragraph 5 hereof, provided, however that, (i) Crescent reserves the right to relocate portions of
any roadways located on Conservation Tract I at any time at its discretion; (ii) any roadways
running through any portion of Conservation Tract I dedicated to use as a pumped storage facility
(including construction lay -down and staging areas during the course of construction) may be closed
or utilization restricted in such manner as reasonably required from time to time by the operator of
such pumped storage facility; and (iii) reasonable rules and regulations may be promulgated from
time to time regarding the use of any such roadways for the protection of surrounding areas and to
provide assurances that no dedication to the public of any such roadways occurs. To the extent the
roadways over which access has been granted to DNR in Conservation Tract I cross interior strips
3
NPCOr2 :270230,3 -CA (EGM) 016093 -15

of land owned by Duke, Duke shall join in the grant of such access. This access is in addition to
any access provided as a result of Conservation Tract I being included in the South Carolina Wildlife
Management Program.
5. Acknowledetnent of No Permanent Rights to Utilize Roadways within Bad Cre k
Project (Oconee Cmmty. South Carolium. DNR acknowledges that by virtue of the acquisition of
the Property, DNR has not acquired any rights to utilize any roadways located within the Bad Creek
Pumped Storage Project and that any access granted over such roadways shall be within the
reasonable discretion of Duke; provided, however, that, in any event, (i) any utilization made of
such roadways with the permission of Duke shall be subject to reasonable rules and regulations
promulgated by Duke from time to time for the protection of the surrounding area and to provide
assurances that no dedication to the public of any such roadways occurs; and (ii) any authorization
granted by Duke with respect to utilization of roadways within the Bad Creek Pumped Storage
Project shall be terminable upon written notice to DNR. Upon the commencement of construction
activities related to any pumped storage facility on Conservation Tract I, this Paragraph 5 shall be
deemed applicable to all portions of Conservation Tract I dedicated to the pumped storage facility
(including construction lay-down and staging areas during the course of construction).
6. Acknowledement of No Rights to Utilize Roadw ays within Crescent R ain d 63.3o
Acre Recreation Area (Pickens Counly..&udl h Carolina). DNR acknowledges and agrees that DNR
has no right to utilize any roadway or any portion thereof located within that certain 63.30.+ acre
parcel retained by Crescent and as shown on survey recorded in Plat Book 298 at pages 20 and 21,
whether as access roads to any portion of the Property or otherwise, and DNR shall cooperate with
Crescent pursuant to reasonable requests made by Crescent from time to time to assist in the closing
of any such roadways within said 63.30 acre parcel and/or the limiting of utilization thereof.
7. 14isrdlaneous.
A. This Agreement shall be binding upon the respective parties hereto and their
respective successors and assigns and successors in title. All the rights and obligations
4 NPCOL2 :279290.9 -CA (EGM 018099.15

specified herein shall be deemed to run with the respective real property described in this
Agreement.
B. This Agreement shall not be modified or amended except in writing signed
by the parties sought to be bound.
C. This Agreement shall be governed by the laws of the State of South Carolina.
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(SIGNATURE PAGE ATTACHED]
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5 NPCOL2:27B=30 CA (EGq 016003 -15

EXECUTED to be effective as of the date and year first above written.
DUKE ENERGY CORPORATION,
a North Carolina Corporation
ATTEST: (SEAL) By;
Its: Ept &C- CL
�. FAC1t i Y AtLO READ ESTATE SEeU(GES
YL%�RS:
CRESCENT RESOURCES, INC.,
a South Carolina corporation
ATTEST: (SEAL) By:
ItS:Chairman /ChiPf Expoittivp Officer �.
lts:&aal. Secretary
THE SOUTH CAROLINA DEPARTMENT
OF NATURAL RESOURCES,
an Agency of the State of South Carolina
(� (SEAL) By;
c4-A\ \v/ Its: iGFCTQ%L_ I.
Its:
(
6 NPCOL2:270230.3 -CA (EGM) 01000315

STATE OF 1,16RTq CAROLINA )
COUNTY OF MECeLENBd2Cy ) ACKNOWLEDGMENT
1, .id H n Vd . G Q0,5 -5 JET-- a Notary Public of the County
and State aforesaid, certify that PHVLU9 T, SIMFSoN personally came before me this day
and acknowledged that 5 he is A55T. 5Ec2e TAey of Duke Energy Corporation,
rporaflon,
a North Carolina corporation, and that by authority duly given and as the act of the corporation, the
Ppuu�Y AN REAL
foregoing instrument was signed in its name by its Gr;neaa� HAMAGEacsTkceSCaJrc84 ,sealed
with the corporate seal and attested by him/her as its P,%T. Seces-rhav
WITNESS my hand and official seal, this Q44— day of J vt-V 1998.
QO&Y W. �c�G! /� (SEAL)
NKtarY Public NoR 7rt Carolina
My Commission Expires: SEPT. ) b) 2cna
STATE OF NORTH CAROLINA )
COUNTY OF MECRLNEBURC ) ACKNOWLEDGMENT
I Linda Myers a Notary Public of the County
and State aforesaid, certify that t e ene i II dams personally came before me this day
and acknowledged that s he is Asst. Secretary of Crescent Resources, Inc.,
a South Carolina corporation, and that by authority duly ven and as the act of the corporation, the
foregoing instrument was signed in its name by its airman /Chief Executive Offii6ked
with the corporate seal and attested by him/her as its. ss ecre ary
WITNESS my hannddaandd/official seal, this 2.1st day of July 1998:
(SEATJ ��N•...'r�9
Notary Public for . North Carolina & 140TO
My Commission Expires: 2/12/028.
Febr 1A
%T?t�i'sAtrBLI
y,�apga�C��,
7 NPCOL2:279230.3 -CP. (EGM) 016093-15

i
STATE OF S. c. CAROLINA )
ACKNOWLEDGMENT
COUNTY OF Richland )
1, Mary 0. Pugh a Notary Public of the County
and State aforesaid, certify that Paul S. League personally came before me this day
and acknowledged that _ he is Assistant Chief Counsel of The South Carolina
Department of Natural Resources, an Agency of the State of South Carolina and that by authority
duly given and as the act of the Agency, the foregoing instrument was signed in its name by its _
Director sealed with its seal and attested by him./JW as its Assistant
Ch;of Cotjngpl WITNESS my hand and official seal, this 18th day of September
1998.
Notary Public r _ Carolina
My Commission Expires: 06/12/06
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NPCOL2:270230.3-CA (EGFM 01000315. 4
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BXHIBTT A
Parcel SC -2
Tract 1. All that certain piece, parcel or tract of land, with any improvements thereon, situate, lying
and being in the County of Oconee, State of South Carolina, containing 2,641.74 acres, more or
less, as shown on that certain plat prepared for Lindsey & Associates, Inc., entitled "Property of
Crescent Resources Incorporated, Survey of SC -2 Tract 1 ", dated April 3, 1998, and recorded in
the office of the Clerk of Court for Oconee County in Plat Book A605, Pages 5, 6, 7, and 8.
Reference to said plat is craved fora fuller description, with all measurements being a little more
or less.
Tract 2• All that certain piece, parcel or tract of land, with any improvements thereon, situate, lying
and being in the County of Oconee, State of South Carolina, containing 478.73 acres, more or less,
as shown on that certain plat prepared by Lindsey & Associates, Inc., entitled "Property of Crescent
Resources, Inc., Survey of SC -2 Tracts 2 & 3 ", dated March 27, 1998, and recorded in the office
of the Clerk of Court for Oconee County in Plat Book A605, Pages 1, 2, 3, and 4. Reference to
said plat is craved for a fuller description, with all measurements being a little more or less.
Tract 3. All that certain piece, parcel or tract of land, with any improvements thereon, situate, lying
and being in the County of Oconee, State of South Carolina, containing 150.73 acres, more or less,
as shown on that certain plat prepared by Lindsey & Associates, Inc. for Crescent Resources, Inc.,
dated March 27, 1998, and recorded in the Office of the Clerk of Court for Oconee County in Plat
Book A605, Pages 1, 2, 3, and 4. Reference to said plat is craved for a fuller description, with all
measurements being a little more or less.
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NPCOL2:279230.3 -CA (EGM) 010003.16

EXMBIT A -1
NORTH CAROLINA ACCESS ROUTES
From North Carolina State Highway 281 , turn South onto Chestnut Mountain Road to
Turkey Pen Gap, then through Turkey Pen Crap to Auger Hole Road, then turn West on Auger Hole
Road to Bear Creek Road, then turn South on Bear Creek Road to the South Carolina State line (with
Bear Creek Road crossing the 1,000 Foot Strip owned by Duke) to provide for access to Parcel SC-
1, Tracts 2 and 3, hUJ remain on Auger Hole Road (which crosses into Conservation Tract I to the
West of Lake Jocassee) to the South Carolina State line, where Auger Hole road connects with
roadways located within Conservation Tract I to provide access to Parcel SC -2, Tract I as provided
in Paragraph 4 above. The subject roadways are shown on plats of the area prepared by Lindsey
& Associates. for Crescent and Duke.
10 NPCOL2 :779230.3 -CA (EGM 016093.15

EXHIBIT B
INTERIOR PROPERTY
li
Those certain parcels being described in Pickens County Deed recorded in Deed
Book 350 at Page 150 and shown on surveys recorded in Plat Book 249 at Page 16
and Plat Book 250 at Pages 3, 5, 8, 9 and 10. ,
That certain parcel being described in Pickens County Deed in Deed Book 360 at
Page 150 and shown on surveys recorded in Plat Book 250 at Pages 10; 17 and 18.
That certain parcel being described in Pickens County Deed in Deed Book 350 at
Page 150 and shown on surveys recorded in Plat Book 250 at Pages 10 through 16.
Those certain parcels described in Oconee County Deed recorded in Deed Book 906 at Page
235 and shown on surveys recorded in Plat Volume A499 at Pages 9 and 11 (the "1,000 Foot
Strip„
r
11 NPCOL2:278230.3 -CA (EGM) 018083.15
I.

.�.IL V
That certain tract of land located in Pickens County, State of South Carolina containing
approximately 170.46 acres shown as Tract I I on survey recorded in Plat Book 298 at
Pages 14, 15, 16 and 17.
PHASE I
All that certain piece, parcel or tract of land, with any improvements thereon, situate,
lying and being in the County of Pickens, State of South Carolina, containing 9,132.62
acres, more or less, shown as Northern Tract (containing 1,357.78 acres, more or less)
and Southern Tract (containing 7,774.84 acres, more or less) beginning at a monument
having a South Carolina Plane Coordinate (North American Datum 1983) N
1,150,190.57, E 1,428,719.00 and thence running as shown on the exhibit entitled
Jocassee Gorges Land Purchase Phase I (including Map I, Map II, and Map III and
attachments with bearings and distances) attached hereto as Exhibit Phase I. Reference to
said exhibit is craved for a fuller description, with all measurements being a little more or
less.
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12 NPCOL2:270230.3-CA (EGLI) 070003 -15 f

EXfIIBTT C -I
END POINTS

EI1TffBIT C -2
6001 Acre Tract
All that certain real property located north of the 170.46 Acre Tract (described in
Exhibit C herein), and Tract of Duke Energy Corporation described in Pickens
County Deed recorded in Deed Book 137 at Page 121 and shown on survey recorded
in Plat Book 47 at Page 48A, east of Phase I (described in Exhibit C) and south and
west of other in holdings, containing approximately 600 acres, more or less, and as
generally located in the area cross- hatched on the map attached hereto, less and
excepting that certain 50 t acre tract to be conveyed to DNR from Crescent by deed -• - -• -m --
on even date herewith.
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14 NPCOL2279230.3 -CA (EGM) 91699345

STATE OF NORTH CAROLINA
OPTION AGREEMENT
COUNTY OF TRANSYLVANIA
THIS OPTION AGREEMENT (the "Option") is made and entered into this �_ day
Of 4, 1998, by and between CRESCENT RESOURCES, INC. ("Crescent ") and DUKE
ENERGY CORPORATION ( "Duke Energy "), collectively the "Sellers," and the STATE OF
NORTH CAROLINA (the "State ").
For and in consideration of the sum of One Dollar ($1.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Sellers and the
State agree as follows:
1. Orant of Option. Upon the terms and conditions set forth herein, the Sellers
bereby grant to the State, the exclusive right and option to purchase all of that certain tract of
land (the "Land ") situate, lying and being in Transylvania County, Notch Carolina, more
particularly described as follows:
Being all of the land shown as parcels NCI, NC2, NC3 and NC4 oa the
unrecorded map (the "Map"} entitled "Jocassee Gorges, North Carolina Land
Sales," last revised June 10, 1998, which map is incorporated herein by reference
and which parcels of land contain an estimated 9,641 acres;
ToSether with a nonexclusive easement for pedestrian and vehicular
access over all roads serving the Land from the north and the east, insofar as
Seller has the right to convey such nonexclusive easements; and further, a
nonexclusive easement for pedestrian and vehicular access over those roads
crossing the parcel of land retained by Duke Energy and shown as its 250KV
Line separating parcel NC2 from parcel NC3 and crossing parcel NC4;

Together with the right to construct additional roads and iraiis across the
250 KV Line patcei subiect to Sellers' consent and approval in each instance:
Together t irr. the r.ght to apply and enforce State Paris and Recreation
rules and reL•ulations on the 2=0 KV Line parcel, the Grindstone access Area and
the Toxaway Arm Foothills Trail Access (all as shown on cite \lap), provided that
the right to enforce such :.ties and regulations shall not interere with Sellers'
rights to access, construct and maintain its facilities in these locations:
Excepting, however. and reserving to the Sellers, and their successors and
assigns. and their agents. licensees. contractors and invitees, a nonexclusive
easement for pedestrian and vehicular access over all roads crossing the Land for
the purpose of reasonably accommodating any permitted use of lands retained by
the Sellers, including constructing: maintaining and inspecting their facilities
thereon.
2. Term. This Option shall exist and continue for a period ending at midnight,
November 30. 1998.
J. Due Diligence. Curinsz the term hereof and after the exercise of this Option, the
State shall have the right I is to enter the Land at its risk and expense for the purpose of making,
at reasonable times and in a reasonable manner, such inspection and investigation as it may deem
necessary or appropriate, and (iii to make such examination of title to the Land as it may deem
necessary or appropriate.
I
4. Exercise. The State may exercise this Option only by giving written notice of
I
exercise to the Sellers, by personally delivering the notice or by depositing the notice in the
Z•d
2
dZ17:90 90 ZZ tdy

United States mail, Postage prepaid. registered or certified mail. during the term hereof,
addressed as follows:
Crescent Resources. Inc.
Attention: James `•l. Short. Jr.
400 S. Tryon S*.-eet. Suite 1300
P.O. Box 1003
Charlotte. \C _5301 -1003
Upon exercise of this Option. if any. the terms and conditions of purchase and sale shall be as set
forth below.
f. Purchase Price. The purchase price for the Land is Eight Million Four Hundred
Thirty -Five Thousand Eight Hundred Secenr: -Five Dollars (SS.4= 5,375.00), parable in cash or
by check payable to the order of Sellers at closing, or by separate checks as directed jointly by
Sellers in the agglregate sum or the purchase price, upon delivery of the duly executed deed or
deeds required herebv. The State acknowledges that the value of the Land exceeds the purchase
price and that a conveyance pursuant to this Option will constitute a bargain sale.
6. Purchase Price Adjustment. The Sellers and the State shall each have the right,
prior to the Closing. to require that the purchase price be adjusted based on physical surveys or
other credible evidence, reasonably acceptable to the other parties. showing Char the number of
acres of Land is more or less than the estimated 9,641 acres on which the stated purchase price is
based. in which case the purchase price shall be increased or decreased, as the case may be- to
reflect a purchase price equal to the product of Eight Hundred Seventy -Five Dollars ($375.00)
times the number of acres (rounded to the nearest whole acre) determined by such survevs or
other evidence.
£•d
3
dZt,;90 80 ZZ adH

i. Closing. All parties agree to consummate the purchase and sale of the Land at a
closing (the "Closing) to be held at 10:00 a.m.. December 31. 1995 (or at such other time as
may be a =reed uon in writing by the parties) and at a place mutually agreeable to the parties.
S. Closing Documents. At the Closing. the Sellers shall deliver to the State. upon
payment of the purchase price. special warranty deeds sufficient to convey to the State fee simple
title to the Land. subject only to the feiiowing:
(a) The lien of ad valorem property taxes for the year in which the Closing
occurs. which taxes shall be prorated between the Sellers and the State as of the date of Closing
on a calendar year basis: excepting, however. any deferred or "roll- back" ad valorem taxes with
respect to the Land• which deferred takes shall be the responsibility of and be duly paid by the
Sellers at the time ofclosine:
(bl All easements. restrictions. leases. liens_ encumbrances_ defects.
exceptions. and other matters affecting title as of or prior to the dates on which the Seller
acquired tide to the Land:
1c) All easements. restrictions. leases, liens and other encumbrances >
appearing of record after the dates on which the Sellers acquired title the Land and prior to the
State's exercise of this Option:
(d) The nonexclusive rights and easements to be reserved to the Sellers as
described in paragraph I of this Option; and
le) Such other matters as may be acceptable to the State.
9. Closing Expenses. Sellers shall bear the cost of preparing the special warranty
deeds and one -half the cost of any revenue stamps ati'tsed thereto. The State sha :1 bear the cost
of recording the deeds, one -half the cost of any revenue stamps affixed thereto, and the cost of
4
t'•d det :90 80 ZZ AV

anv title examination and title insurance, inspection. and investigation that it elects to undertake
or procure. Each pan' shall bear the cost and expense of its oh%n attorneys fees in connection
with the neeotiation. execution. and exercise of this Option and the Closing hereunder.
10, Assienmenr. This Option shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. The State may nor assign its
rights under this Option v 'thout the Sellers written consent.
11. Condition Sellers shall deliver possession of the Land to the State at Closing in
substantialiv the same condition as existing on the date of this Option Agreement. In the event
of a material chanee in the Land's condition due to any cause prior to Closing. whether occurring
before or after exercise of the Option and whether within or beyond the Sellers' control. the State
may, as its sole remedy. terminate this Option (and the agreemenr resulting from its exercise).
and neither the State nor the Sellers shall have any further obligations hereunder_ provided.
however, prior to exercising its right to terminate. the Srate shall give the Sellers written notice
of its intent to terminate. and Sellers shall have a reasonable opportunity (not to exceed one year)
to restore the Land to the required condition, in which case the State's right to terminate shalt
lapse,
11. Consenation Easement. Crescent owns another tract of land (the -Easement
Tract ") lying west of and adjacent to the optioned Land, situate, hying and being in Transylvania
County. North Carolina. more particularly described as being ail of the-land shown as "3,500
Acres' on the Map (identified in paragraph I above). The Easement Tract is a portion of the
land described in and covered by an existing Agreement between Duke Energy (formerly Duke
Power Company) and the State dated November 23. 1966 (the "Wildlife Agreement "), which.
P-
among other things. specifies certain rights and responsibilities of the State concerning game and
i
9,d det :90 90 ZZ AV

fish protection, development and management (including a program of controlled public hunting
and tishinal through the \orth Carolina Wildlife Resources Commission. The Wildlife
Asgreement is subject to termination br either party upon six (6) months notice to the other pang
The Wildlife .Agreement will remain in effect with respect to all lands except the Easement
Tract. Concurrent with the closing Crescent shall enter into a Replacement Wildlife Agreement
with the State covering the Easement Tract which is substantially simiiar to the existing= Wildlife
lgreement, but providing for a term of fifteen (ad) years and further providing'for restrictions
prohibiting the development or use of the Easement Tract for residential purposes. reserving,
however, the right to other uses. including the right to use the Easement Tract (i) for forestry
activities in accordance with Best Forest Management Practices as defined by the Division of
Forest Resources. Depanment of Environment and Natural Resources, and (ii) for power
production and/or transmission. The State's exercise, if any, of its Option to acquire the Land
shall constitute an obligation binding Crescent, its successors and assigns. to convey and the
State's agreement to accept from Crescent the grant of a perpetual conservation easement (the
"Conservation Easement ") with respect to and covering the Easement Tract. The Conservation
Easement shall: (i) be in form and substance mutually acceptable to Crescent and the State,
(ii) shall be executed and delivered within fifteen (15) years following the State's execution of
this Option, and (iii) shall create perpetual rights and responsibilities substantially similar to the
existing terminable rights and responsibilities under the Wildlife .agreement. Lander the
Conservation Easement Crescent shall also impose perpetual restrictions prohibiting
development or use of the Easement Tract for residential purposes. reserving, however, the right
to other uses, including the riot to use the Easement Tract (i) for forestry activities in
accordance with Best Forest Management Practices as defined by the Division of Forest
I
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9'd deV :90 80 ZZ AV

Resources_ Department of Environment and Natural Resources. and (ii) for power orcduction
and.,or :ransmission.
13. Right of First Offer. If the Stare exercises its Option to acquire the Lard, the
State shall thereupon, and without any further action by the Sellers. have the following additional
right i the -Right of First Offer ") with respect to the Easement Tract or any portion thereof for
the oericd ending fifteen (15) years after the date of this Option., ?rior to the sale or other
disposition of the Easement Tract or any portion thereof by Crescent to any person. firm, or
entity t except as specified below), Crescent shall give written notice to the State speciMmr the
terms and conditions of the proposed disposition, and the State shall have one hundred twenty
(120) days from the giving of such notice in which to agree in writing to purchase the subject
property upon the terms and conditions specified in the notice. If the State does not. within that
one hundred twenty (120) day period. agree to purchase the subject property by siring written
notice to that effect to Crescent, then the State shall have no further fight to acquire =,he subject
property. and Crescent shall be free :o sell or otherwise dispose of it to any party Crescent deems
appropriate on terms and :ondicions no less favorable to the grantee than those set forth in the
prior notice to the State. However, if Crescent shall not have sold or otherwise disposed of the
subject property within two (2) years from the date on which its notice was given to the State. the
entire notification process shall be repeated. and Crescent shall give a new notice to the State
prior to any other proposed sale or other disposition of the Easement Tract or any portion
thereof. If. after giving notice of a proposed sale or disposition. Crescent proposes to sell or
dispose of the subject property on terms and conditions more favorable to the grantee than those
specified in the notice. Crescent shall give a revised written notice to the State specifying the
new terms and conditions, and the State shall have sixty {60) days from the giving of such notice
7
I'd d£b:90 go ZL AV

within which to agree in writing to purchase the subiec property upon the terms and conditions
soecified in the revised notice. if the State does not. within that sixty (60) day period. auree ;0
purchase the subject property by giving written notice to that etiect to Crescent. then the State
shall have no further right to acquire the subject property. and Crescent shall be free to sett or
otherwise dispose of it to any party Crescent deems ap ?ropriate on terms and conditions no less
favorable to the grantee than those set forth in the revised notice to the State. Notwithstanding
anything herein to the contrary. the Righ*_ of First Offer shall not apply to any sale, transfer. or
other disposition of the Easement Tract or any portion thereof to an Affiliated Entity or to any
person, firm, or other entity engaged in the power production and/or transmission bus:ness Any
sale. transfer or other disposition of the Easement Tract or any portion thereof to the Affiliated
Entity or a grantee other Than the State shall be made subject to the Conservation Easement as
discussed in paragraph 12 above. As used herein. the term ' AfMlinted Entity" means any
person, firm. or other entity which is controlled by, controls. or is under common control of
either Crescem or Duke Energy.
14. Notices. All notices required or permitted hereunder shall be deemed given when
deposited in the United States mail, postage prepaid. registered or certified mail, addressed as
follows:
If to the State: State Property Office
Attention: Joseoh H. Henderson- Director
North Carolina Department of Administration
116 West Jones Street
Raleigh, NC 27603 - 3003
If to the Sellers: Crescent Resources, Inc.
Attention: James 11. Short. Jr.
400 S. Tryon Street. Suite 1300
P.O. Box 1003
Charlotte, NC 29201 -1003
g d deb :90 80 ZZ AV

15. Termination of Agreement. The Sellers and the State agree that upon Closing the
Wildlife Agreement shall terminate with respect to (i) the Duke Energy parcel shown on the Map
as a 250 KV Line dividing parcels NC2 and NC') and crossin¢ -parcel NC 4. (ii) the Grindstone
Access Area and (iii) the Toxaway Arm Foothills Trail Access. The Sellers and the State agree
to execute such documeir; . if any. required to effect such tennination.
16. Memorandum of Option. This Option shall not be recorded: however. upon
request of any party. a Memorandum of Option in recordable form containing the information
required under N.C. Gen. Stat. §47 -119 shall be executed by the parties and recorded by and at
the expense of the party requesting it.
IN WITNESS V T EREOF. each of the Sellers has executed this Option. under seal. as of
the day and year first above written.
[CORPORATE SEAL]
Attest:
zZz "Z/.
zf-�rT, Secretary
,CORPORATE SEAL]
Attest: ))
Secretary
M
DUKE ENERGY CORPORATION
By: a.%
General ti alter of Facility and Real
Estate Services
CRESCENT RESOURCES. INC.
rn
By: 1 n
_ President
STATE OF NORTH CAROLINA
By:
DireEfor
State Property Office
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rage 1 Gi 1
007loff9 -3 7-3S11
Whitlock, Ellen V
From: Christian, George W Jr
Sent: Friday, May 02, 2008 10:58 AM
To: Huff, Jennifer R
Cc: Connell, Edward T; Whitlock, Ellen V; Dixon, Walter K
Subject: FW: Thanks for Your Help on the Upper Catawba / Johns River Agreement
We may want to place a copy of the electronic document in our real estate records, FileNet, for future reference
Please send a copy when possible.
Bill Christian
Duke Energy
Real Estate Services
(704) 382 -6972
From: Dixon, Walter K
Sent: Friday, May 02, 2008 9:51 AM
To: Christian, George W Jr
Cc: Connell, Edward T
Subject: FW: Thanks for Your Help on the Upper Catawba / Johns River Agreement
fyi
Walter K. Dixon PE,PLS
Duke Energy Corporation
Real Estate Engineering - Carolinas
(704) 382 -6658 (0) (704) 458 -0839 (C)
From: Lineberger, Jeffrey G
Sent: Wednesday, April 30, 2008 9:30 PM
To: Everett, George T; Hollis, Mark E; Rice, Garry S; Spainhour, Brian W; Dixon, Walter K; Jolley, David S
Cc: Huff, Jennifer R
Subject: Thanks for Your Help on the Upper Catawba / Johns River Agreement.
We got the agreement signed today by all 4 parties (Crescent, Duke Energy Carolinas, Duke Ventures,
NCDENR). The agreement also includes language that SCDNR and the NCWRC approved that addresses the
road access issues through Gorges State Park at Jocassee. Just wanted ya'II to know and to thank you for your
help in getting there.
If you'd like an electronic copy of the signed agreement, please let Jan Huff know. The file is pretty large and very
slow from my connection here at home.
Call if you have any questions.
5/2/2008