HomeMy WebLinkAboutOTHER-2022-009-Conservation Easement Friends of Moorefields property (9
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Doc No : 30100536
Recorded : 03/28/2024 03 : 21 : 57 PM
O Fee Amt: $42 . 00 Page 1 of 19
Excise Tax : $0 . 00
Orange County North Carolina
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Mark Chilton , Register of Deeds
BK 6842 PG 210 - 228 ( 19)
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CONSERVATION EASEMENT
FRIENDS OF MOOREFIELDS PROPERTY
Prepared by : Orange County, North Carolina and North Carolina Land and Water Fund
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After Recording Return Christian Hlrni , P . O . Box 8181 , Hillsborough, NC 27278
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NORTH CAROLINA ra ORANGE COUNTY
Portio arcel No (Parent) , NCLWF No . 2020 - 048
9854 arent) , an
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Se - n� s : 22
THIS DEED OF CONSERV N EASEMENT ( " Conservation Easement " ) is made ,
given, granted, and executed on this the 27 day of March, 2024 by and between FRIENDS OF
MOOREFIELDS , a North Carolina Non rgfit Corporation (" Grantor") , its address being : 2201
Moorefields Road, Hillsborough, NC 272Vand ORANGE COUNTY , NORTH CAROLINA, a
local government of the State of North Car a (" Grantee") its address being : P . O . Box 8181 ,
Hillsborough, NC 27278 . Grantor and Grante ay hereinafter be referred to individually as a
"Party " or collectively as the "Parties . "
RECIT
A . Grantor owns in fee simple absolute certain real property lying and being in
Cheeks Township , Orange County , North Carolina, which onsists of three parcels with Orange
County PIN numbers 9853797619 , 9854716006 (Parent) , d 9854815060 (Parent) , totaling 76 . 85
acres , and which are more particularly described in "Exhi A" which is attached hereto and
incorporated herein by reference as if fully set forth herein ( "Property") .
Be Grantee is a body politic existing under Chapter PP5A of the North Carolina
of Easements under the a p We laws of the State of
General Statues , and is qualified to hold ppl�.
North Carolina .
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'� CO The State of North Carolina (" State") has enacted the Conservation and Historic
Preservation Agreements Act, Chapter 121 , Article 4 of the North Carolina General Statutes
"N . C . G . S . ") , which provides for the enforceability of restrictions , easements , covenants , and
enditions "appropriate to retaining land or water areas predominantly in their natural scenic or
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�n condition . . . . "
D . The North Carolina Land and Water Fund a.k . a. North Carolina Clean Water
ManNement Trust Fund ("Fund ") is authorized by N . C . G . S . Chapter 143B , Article 2 , Part 41 to
acquire lamed and interests in land on behalf of the State .
• fo arian buffers for the purposes of providing environmental protection for surface
wat and urban drinking water supplies and establishing a network of riparian
green s for environmental , educational , and recreational uses ,
• for the pose of protecting and conserving surface waters and enhancing drinking water
supplies , ii c`luding the development of water supply reservoirs ,
• to provide buffers around military bases to protect the military mission,
• that represent the to ical diversi of North Carolina including natural features such
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as riverme , montanCQoastal, and geologic systems and other natural areas to ensure their
preservation and conation for recreational, scientific, educational , cultural , and
aesthetic purposes , and
• that contribute to the dev lO went of a balanced State program of historic properties .
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E . Grantor and Grantee a agreed to set aside a 23 . 15 acre area of the Property
for the purpose of creating a conserva ion easement . The area is hereinafter referred to as the
"Easement Area. " The Easement Area iUescribed in "Exhibit B " which is attached hereto and
incorporated herein by reference as if fulloet forth herein .
The Easement Area has the followin nservation values and serves the following
conservation purposes :
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• to preserve, enhance, restore , and maintain the natural features and resources of the
riparian buffer, to control runoff of sediment, and to improve and maintain the water
quality , of portions of Rocky Run and its tributaries,
• to preserve and maintain the natural features and re rces of the riparian buffer, and to
provide environmental , educational , and recreationa ;s , including riparian greenway
along portions of Rocky Run and its tributaries ,
• to protect and preserve the ecological diversity including al features such as
Sevenmile Creek natural area for recreational scientific e �or ational cultural and
aesthetic purposes , and Q�
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0 to preserve and protect the natural , historic , and cultural features of the Easement Area
located next to the Moorefields Home and Grounds (c . 1785 ) listed on the National
� - Registry of Historic Places and an Orange County Landmark , to develop a balanced State
program of historic properties .
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Q� Moreover, Grantor and Grantee recognize that the Easement Area has other conservation
valueeand purposes , including fish and wildlife conservation, open space values , and scenic
values (h einafter, collectively with the conservation values described in this Section E of the
Recitals d the conservation purposes of this Conservation Easement, the " Conservation
Values ") .
F . rantee has received or will receive a grant from Fund in accordance with Grant
Contract No . -048 between Grantee and Fund dated January 5 , 2021 (the " Grant
Contract") . In t Grant Contract, Grantee agreed to enter into this Conservation Easement . The
Grant Contract is Ofile and available for public inspection in the offices of Grantee and Fund .
The Grant Contract and this Conservation Easement are collectively referred to herein as the {
"Project . "
G . Grantor a owledges that the Easement Area is adjacent to property listed on the
National Register of Hist Places and as part of the grant from Fund, the State was required by
N . C . G . S . 12142 to take int�ount the effect of the grant on any district, site , building,
structure, or object that is list the National Register of Historic Places . Said account was
b Fun&# June 8 2020 . Grantor acknowledges that an future state -
taken and documented y �'rI g y
assisted undertaking , approval , olAuthorization which may be potentially harmful to the cause of
historic preservation involving the\asement Area would be required to again abide by the
process required by N . C . G . S . 1214
H . Grantor and Grantee ackn ledge that the Easement Area is currently
unencumbered except as permitted in Ar e V of this Conservation Easement . The Easement
Area ' s characteristics , its current use , and i tate of improvement are described in a Baseline
Documentation Report (the "BDR") , which required under the Grant Contract and is on file
and available for public inspection in the offic' of Grantee and Fund . The Parties acknowledge
that the BDR is the appropriate basis for monito compliance with the objectives of
preserving the Conservation Values and that it is ' ntended to preclude the use of other
evidence e . . surveys , appraisals) to establish the ndition of the Easement Area at the time of
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the execution of this Conservation Easement if there is a controversy over such condition .
NOW, THEREFORE , in of the pre es and the mutual benefits recited
herein, together with other good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged by the Parties , Grantor hereby un oc &ditionally and irrevocably gives ,
grants , and conveys forever and in perpetuity to Grantee , its V bessors and assigns , and Grantee
hereby accepts , this Conservation Easement of the nature and bacter and to the extent
hereinafter set forth in, on, over, under , through, above , and acres the Easement Area, together
with the right and easement to preserve and protect the Conservat Values .
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1 The purpose of this Conservation Easement is to protect and preserve the Conservation
0 Values as outlined above in Section E of the Recitals including the conservation purposes and it
hall be so held, maintained, and used therefor . Grantor hereby conveys to Grantee all
evelopment rights that are now or hereafter allocated to , or are implied or inherent in, the
ement Area and the Parties agree that such rights are terminated and extinguished, and may
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n Oe used on or transmitted to any portion of the Property , as it now or hereafter may be
boded or described , or to any other property . It is the further purpose of this Conservation
Ease ent to prevent any use of the Easement Area that will impair or interfere with the
preservati n of the Conservation Values . Grantor intends that this Conservation Easement will
restrict use of the Easement Area to such activities as are consistent with the Conservation
Values .
FUR R. for the purpose of providing uninterrupted access to the Easement Area,
Grantor grants conveys unto Grantee, its successors and assigns, a perpetual right of ingress,
egress, and regresto and from the Easement Area from Moorefields Road, (2) across the Property,
(3 ) in any other rig of--way appurtenant to the Property , and (4) across any other lands owned by
Grantor.
ARTICLE I . DURATION OF EASEMENT
This Conservation ement shall be perpetual . It is an easement in gross, runs with the
land, and is enforceable by ee, its successors and assigns, against Grantor, its representatives ,
successors, assigns , lessees, agfs , and licensees .
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ARTICLE IIIGHTS RESERVED TO GRANTOR
Grantor reserves the right acc ing from the fee simple ownership of the Property to
engage in or permit others to engage in uses of the Easement Area that are not inconsistent
with this Conservation Easement or the zervation Values . All rights reserved by Grantor are
reserved for Grantor and its successors anWigns . The specific reserved rights listed below in
this Article II are considered to be consistenYwith this Conservation Easement and the
Conservation Values . Grantor shall continue ei wn and may use the Property in any lawful
manner that is consistent with this Conservations sement and the Conservation Values . The
Parties acknowledge and agree that they have no t to agree to any activity that would result
in the termination of this Conservation Easement .
The Easement Area shall be restricted from any development or usage that would impair
or interfere with the Conservation Values including the proses of this Conservation Easement .
The following uses are reserved as indicated : Y
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A . Access and Use . Grantor reserves the right toxdbw access and use of the
Easement Area for the purposes of the activities permitted hewn . Grantor reserves the right to
generate income from individuals and groups related to the activ As permitted under the rights
reserved herein, so long as the activities are not detrimental to the `1 uservation Values .
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B . Passive Recreational Use . Grantor reserves the right to engage in and to permit
others to engage in passive recreational uses of the Easement Area that do not require surface
Iteration of the land and pose no threat to the Conservation Values . By way of illustration, such
as ive recreational uses may include hiking , walking , scientific study ; animal/plant observation,
ure and environmental education, historic tours , photography , so long as such uses are
c6 istent with the maintenance of the Conservation Values , and such uses are subject to all
appqJ federal , state , and local laws and regulations .
Existing�Roads and Trails . Grantor reserves the right to use and maintain existing
unpave ads , driveways , and trails in the Easement Area . These roads, driveways , and trails
shall not aved without prior written approval of Fund. The existing roads , driveways , and
trails may tabilized with gravel and permanent vegetation . Associated ditches , culverts ,
stream cross , and bridges may be maintained and replaced as necessary as maintenance of
the road, drive , or trail . All necessary care shall be taken to maintain existing roads ,
driveways , and tls in a manner so as not to impair any Conservation Values . Existing roads ,
driveways , and tra�l'� shall not be realigned without the prior written approval of Fund .
D . Motorized Vehicles . Grantor reserves the right to use motorized vehicles on
allowed roads , driveway and trails for management, maintenance , or stewardship purposes .
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E . New Trails rantor reserves the right to construct and maintain new natural
surface trails for the purpo e hiking , including the right to construct and maintain the NC
Mountains -to - Sea Trail witli"e Easement Area . Grantor further reserves the right to pave
trails for non-motorized recreab'nal purposes . All trails must be located a minimum distance of
fifty (50) feet from the top of thoank of all surface water, unless such locations are physically
impracticable , and must be locateeso as not to impair the Conservation Values . All trail
construction involving soil disturb must follow best practices for sustainable trail design
and construction and must have priowritten approval by Fund . Private trails for personal use
by the landowner and a small number o uests that will not have more than a de minimis
impact on the land, water quality , or en ' nment are excepted from the requirements of the
immediately preceding sentence . When re red by the terrain, trails may include boardwalks ,
ramps , and handrails to the extent necessary rails may include stream crossings up to six ( 6 )
feet wide , provided they are permitted by all plicable regulatory authorities . All necessary
care shall be taken to construct and maintain tros in a manner so as not to impair any
Conservation Values either during or after const ' on . Fund shall have the authority to require
the closure of any trail that is detrimental to any nservation Values . All realignments of trails
are subject to the requirements of this Paragraph .
F . Trail and Recreational Accessories . Grar? j1 reserves the right to construct and
maintain park benches , litter receptacles , and directional , ucational , and informational signs
' Is and approved new trails . Grantor furtt reserves the right to construct and
along existing trai a pp ® g
maintain one ( 1 ) observation platform along existing and apved new trails or on the banks of
surface water if allowed and approved by all applicable regul"CY- authorities . All necessary
care shall be taken to construct and maintain trail and recreational accessories in a manner so as
not to impair any Conservation Values either during or after con Ction . Fund shall have the
authority to require the removal of any trail or recreational accesso or is detrimental to any
Conservation Values .
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G . Vegetation Management , Grantor reserves the right to manage vegetation for
boundary marking , fencing, signage , fire containment, disease control , insect control, invasive
xotic plant control , clearing of existing roads , driveways , and trails , and removal of conditions
at threaten life or property . Methods of vegetation management may include , but are not
� ' _ ited to selective cutting , prescribed burning, and application of herbicides or pesticides .
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H . Native Community Restoration , Management , and Maintenance . Grantor reserves
the rift to perform all activities necessary to restore , manage , or maintain the native plant and
animal %afte
ties in the Easement Area, provided , however, that the conversion of one habitat
type toabitat type requires prior written approval of Fund . All necessary care shall be
taken toll Conservation Values , and restoration, management, and maintenance
activitie carried out in a manner so as not to impair any Conservation Values either
during activities .
I . Ptftam/Wetland Restoration, Grantor reserves the right to perform all activities
necessary to resto d stabilize streams and wetlands to enhance water quality on the Easement
Area. Such activities shall be based upon prevailing design and permitting standards . Restoration
and stabilization activities shall be based on a design using as many natural materials as possible ,
shall require prior writte"pproval of Fund, and shall be subject to all applicable regulatory
authorities . CC��
J . S_ igns . Gra r reserves the right to post the following signs : no trespassing signs ,
local , state, or federal traffic similar information signs, address signs , for sale or lease signs ,
signs identifying the Conserv� Values of the Easement, signs identifying Grantor as owner of
the Property , signs identifying tWfunders or the holders of Conservation Easements , educational
signs , directional signs , and inter�r tative signs .
ARTICLE III . PWHIBITED AND RESTRICTED ACTIVITIES
An activi on, or use of, the Eas� nt Area that is inconsistent with this Conservation
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Easement or the Conservation Values is pro ' ted . The Easement Area shall be maintained in its
natural , scenic, wooded, and open condition ar c restricted from any development or use that would
impair or interfere with this Conservation Ease4nt or the Conservation Values .
Without limiting the generality of the im
' tely foregoing Paragraph, the following
activities and uses are expressly prohibited or restr ted in the Easement Area as stated, except to
the extent of rights specifically reserved to Grantor in Article II . When an activity or use is
prohibited or restricted in, within, on, or of the Easement Area, the activity or use is prohibited or
restricted in, on, over, under, through, above, and acrossi , Easement Area.
A . Industrial and Commercial Use . Industrial an commercial activities and any rights
of passage for such purposes are prohibited in the Easement Ada ,
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Be Agricultural, Grazing and Horticultural Use , Agric.) e , grazing, horticultural , and
animal husbandry operations and any rights of passage for such pu are prohibited in the
Easement Area.
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co Disturbance of Natural Features , Plants , and Animals . There shall be no cutting or
emoval of trees and no disturbance of other natural features within the Easement Area.
D . Construction of Structures or Improvements . There shall be no constructing or
p ing of any temporary or permanent structure , improvement, building, fixture , mobile home ,
asplot, concrete , or other pavement, billboard or other advertising display , antenna, utility pole ,
towe onduit, line, or facility in the Easement Area.
HMotorized Vehicles . Use of motorized vehicles in the Easement Area is
prohibited
F . ns . Signs are not permitted in the Easement Area,
G . Lral Use Excavation Dredging . There shall be no filling , excavation
mining, drilling in the Easement Area . There shall be no removal of topsoil , sand,
dredging , m
gravel , rock, peat, minerals , hydrocarbons , or other materials from the Easement Area. There
shall be no change in the topography of the land in the Easement Area in any manner .
H. Wetlands Water uali . There shall be no pollution r p o alteration of surface
waters in the Easement Ar' . There shall be no construction or other activities that would be
detrimental to water quality " at would alter the natural water levels , drainage, sedimentation,
or water flow in on or overth cement Area r in
to nto any surface waters . There shall be no
construction or other activities tl�a't'would cause soil degradation or erosion . There shall be no
diking, dredging , alteration, drain , filling , or removal of wetlands .
I . Dumping . Dumping c s il , trash, ashes , garbage , waste, abandoned vehicles ,
appliances , machinery, or other materiels in the Easement Area is prohibited .
J . Conveyance and Subdivisioe The Property consists of one ( 1 ) tract of land
shown as Parcel A on the recorded plat . The *sement Area consists of one area labeled as
Easement 1 - State of North Carolina Easemen . n recorded plat . The Easement Area shall not be
further divided, subdivided, or partitioned . No erty interest in the Easement Area, including ,
but not limited to the fee simple interest, shall be % her divided, subdivided, or partitioned .
Without limiting the foregoing, the individual area luded in the Easement Area shall not be
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conveyed except all together in undivided ownershi and in their current configuration .
K . Open Space and Development Rights . The Easement Area shall not be used to
satisfy open space or density requirements of any cluster c6,ther development scheme or plan .
The development rights encumbered by this Conservation Ea! ement shall not be transferred to
any other land pursuant to a transfer of development rights s&me , a cluster development
arrangement, or otherwise ,
L . Mitigation. There shall be no use of the Easement )eI a or any portion thereof to
satisfy compensatory mitigation requirements under 33 USC Sectio 344 , N . C . G . S . § 143 -
214 . 11 or any successor or replacement provision of the foregoing .
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- ARTICLE IV . ENFORCEMENT AND REMEDIES
A . Enforcement and Remedies . Grantee has the right to prevent and stop any
violon of this Conservation Easement, including , but not limited to , preventing and stopping
any a ivity on or use of the Easement Area that is inconsistent with this Conservation Easement
or its pu sets and to require the prompt restoration to the condition required by this
Consery nn Easement of such areas or features of the Easement Area that may have been
damaged uch violation, activity , or use . Upon any breach of the terms of this Conservation
Easement bo rantor that comes to the attention of Grantee , Grantee, may notify Grantor in
writing of sue reach . Grantor shall have ninety ( 90) days after receipt of such notice to correct
the conditions 6qostituting such breach . If the breach remains uncured after ninety (90) days ,
Grantee may enfo)e this Conservation Easement by legal proceedings for damages , injunctive
relief, and any oth4legal or equitable remedy . Grantee shall also have the power and authority,
consistent with its statutory authority : (a) to prevent any impairment of the Easement Area by
acts which may be unlawful or in violation of this Conservation Easement, (b) to otherwise
preserve or protect its int st in the Easement Area, and (c) to seek damages from any
appropriate person or tint
Notwithstanding the foregoing , Grantee has the immediate right,
without notice, to obtain a eaporary restraining order, injunction, or other appropriate relief if a
breach or threatened breach "e terms of this Conservation Easement is or would irreversibly
or materially impair the bene ii be derived from this Conservation Easement . Grantor and
Grantee acknowledge that undeBolch circumstances damage to Grantee would be irreparable and
remedies at law will be inadequatO.The rights and remedies of Grantee provided hereunder shall
be in addition to , and not in lieu of,\ other rights and remedies available to Grantee in
connection with this Conservation Ee ent, including, without limitation, those set forth in the
Grant Contract under which this Conservation Easement was obtained .
Be Access for Inspection and aght of Ent . Grantee shall have the right, by and
through its agents and employees, to enter t e roperty to inspect the Easement Area for
compliance with this Conservation Easement 0all reasonable times and with prior notice and, if
necessary , cross other lands owned by Grantor the purposes of ( 1 ) inspecting the Easement
Area to determine if Grantor is complying with Conservation Easement and its purposes, (2)
enforcing the terms of this Conservation Easemen ) taking any and all actions with respect to
the Easement Area as may be necessary or approUri to with or without order of the Court, to
remedy or abate violations hereof, and (4) making scientific and educational observations and
studies and taking samples in such a manner as will not disturb the quiet enjoyment of the
Easement Area by Grantor .
C . Termination and Proceeds of PropertLRi hts reated . This Conservation
Easement gives rise to a property right that is immediately vet in Grantee at the time of
recordation, with a fair market value that is equal to the propo o qte value that the
Conservation Easement bears to the full value of the whole Prop , as if unencumbered by the
Conservation Easement, on the date of the recordingof this Consei txon Easement . This
proportionate value shall remain constant . For the purposes of dete ' ing any distribution of
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proceeds pursuant to this Paragraph, Grantor ' s proportionate contribution to the purchase price
shall be deemed to be 6 % , and State of North Carolina' s proportionate contribution to the
urchase price shall be deemed to be 94 % . "Proceeds of Sale" shall mean the cash value of all
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oney and property paid , transferred , or contributed in consideration for, or as otherwise j
09uired as a condition to , the taking of, sale of, exchange of, involuntary conversion of, or
saWrance damages to , the Property or part thereof, and any money , damages , or just
corqoensation otherwise awarded as a result of judicial proceedings , minus Grantor ' s reasonable
exp �es from such transaction or proceeding . If any Proceeds of Sale are due, payable , or
otherwis obligated to the United States government or any department or agency thereof related
to funds rovided to Grantor, then any such obligation shall be paid or satisfied solely from
Grantor ' rtion of the Proceeds of Sale .
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1 . minent Domain . Whenever all or part of the Property is taken by eminent
domai eatened to be taken by an entity with the power of eminent domain, or
acquire ;� sought to be acquired, by negotiated sale in lieu of condemnation, whether
by public , Orporate , or other authority , Grantor shall immediately give notice to Grantee
and Fund, and shall take all appropriate actions related to such taking or negotiated sale
in coordination with and with the prior written approval of Grantee and Fund, to recover
the full fair mark value (without regard to any diminution in value attributable to the
Conservation Ea ent) of the taking or acquisition and all incidental , direct, and
severance damage sulting from the taking or acquisition . Grantee , its successors and
assigns , shall be enti to its proportionate share of the Proceeds of Sale which shall
include, but not be li to , the proceeds of such taking of, sale of, exchange of,
involuntary conversion li?f, and severance damages to the Property or any . part thereof,
and any damage or just cQi4ensation otherwise awarded with respect to any judicial
proceedings , according to @r ntee ' s proportional interest in the value of the Property as
determined under Treasury lVFg lations § 1 . 170A- 14 (g) (6) (ii) or any successor regulation .
As allowed by N . C . G . S . § 146 (a) , Grantee shall use its share of the Proceeds of Sale in
a manner consistent with the pu Saoceeds
( s) of the Conservation Easement as set forth herein .
Notwithstanding the foregoing, of Sale shall be distributed among the Parties
according to each Party ' s respective`cpntribution to the purchase price of the Property
and this Conservation Easement as s*ified above . Nothing herein limits Grantee ' s right
to be included as a named party in any' inent domain action or its right to just
compensation for the taking of its grope interest .
2 . Changed Conditions . If a subsequent, unexpected change in conditions
surrounding the Property makes impossible or impractical the continued use of the
Property for the purposes of this Conservation Easement as set forth herein, and the
Conservation Easement is extinguished in whole r ' n part by judicial proceeding ,
Grantee, its successors and assigns, shall be entitle o its proportionate share of the
Proceeds of Sale which shall include , but not be lim tDd to the proceeds of any sale ,
exchange, or involuntary conversion of the Property Oq y part thereof, and any damage
award with respect to any judicial proceedings accordi�0 Grantee ' s proportional
interest in the value of the Property as determined under asu Regulations 1 . 170A -
P �' �� rY g §
14 (g) (6) (11) or any successor regulation. As allowed by N . . S . § 146 - 30 (a) , Grantee
shall use its share of the Proceeds of Sale in a manner consi§� t with the purpose(s ) of
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the Conservation Easement as set forth herein . Notwithstanding the foregoing , all
Proceeds of Sale shall be distributed among the Parties according to each Party ' s
respective contribution to the purchase price of the Property and this Conservation
- Easement as specified above . Nothing herein limits Grantee ' s right to be included as a
named party in any judicial proceedings related to changed conditions .
D . Acts Beyond Grantor ' s Control . Nothing contained in this Conservation Easement
shale construed to entitle Grantee to bring any action against Grantor for any injury or change
in the Ea ement Area resulting from the acts of third parties not authorized by Grantor, or from
causes and Grantor ' s control , including , without limitation, fire, flood , storm, and earth
moveme r from any prudent action taken in good faith by Grantor under emergency
conditions revent, abate , or mitigate significant injury to life , property , or the Easement Area,
resulting fro uch causes .
E . &ts of Enforcement . Any costs incurred by Grantee in enforcing the terms of
this Conservation 6sement against Grantor, including , without limitation, any costs of
restoration necessitated by Grantor ' s acts or omissions in violation of the terms of this
Conservation Easement, shall be borne by Grantor .
F . No WalkVICIA Any forbearance by Grantee to exercise its rights hereunder in the
event of any breach of an rm set forth herein shall not be deemed or construed to be a waiver
by Grantee of such term or y subsequent breach of the same or of any other term of this
Conservation Ea e s ment or o antee s nghts . No delay or omission by Grantee In exercise of
any right or remedy shall impaifols'uch right or remedy or be construed as a waiver .
RTICLE V . TITLE
Grantor covenants, represents , a warrants (1) that Grantor is the sole owner and is
seized of the Property including the Ease nt Area in fee simple and has good right to grant and
convey this Conservation Easement, (ii) thhere is legal access to the Property and the
Easement Area, (iii} that the Property and Ea ment Area are free and clear of any and all
encumbrances, except those permitted except ii s outlined below, none of which would nullify ,
impair, or limit in any way the terms or effect A is Conservation Easement, (iv) that Grantor
shall defend its and Grantee ' s title against the cla k of all persons whomsoever, and (v) that
Grantee, its successors and assigns , shall have the fight to monitor and defend the terms of this
Conservation Easement . The following are permitted exceptions to the above covenants ,
representations , and warranties :
1 . Rights of Friends of Moorefields , a Nortbc Arolina non-profit corporation as
underlying fee simple owner to use the Lain any way not inconsistent with the
terms of this Conservation Easement , Q
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2 . Matters shown on recorded Plat Book 55 at Page 197 ; Plat Book 64 , Page 158 ;
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� Plat Book 4 , Page 108 ; Plat Book 62 , Page 98 ; Plat Book 4 , Page 115 ; Plat Book
62 , Page 99 ; Plat Book 106 , Pages 92 - 93 .
3 . Matters shown on that certain plat entitled "Final Exempt Plat Boundary ,
Easement, And Recombination Survey Property of Friends of Moorefields , A
' North Carolina Non-Profit corporation Survey For The State of North Carolina,
Q� Land and Water Fund , Orange County North Carolina and The Eno River
Association" prepared by Douglas R . Yarborough, Professional Land Surveyor,
Landmark Surveying, Inc . , dated A p * 1 21 , 202Z and recorded in Plat
Book _, Page , of the Orange County Registry , including the
following .
a. 30 ' Existing Private Access Easement located within the Easement Area
beginning at the Northern right-of-way of Moorefields Road — S . R. # 1135 .
b . Existingfloodwa along the Eastern boundary of the Easement Area .
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� c . Creek located along the Eastern boundary of the Easement Area .
c . Two- 24 " Vitrified Clay Pipes , Well/Spring , and Branch located within the
Easement Area.
e . 100 ' -Easement 3 MST Trail Easement containing 3 . 06 acres , mor or less ,
to ted within the Easement Area .
f. Link Fence crossing the Northwest corner of the Easement Area,
4 . Easement( Morris Telephone Company recorded in Book 180 at Page 440 .
5 . Easement(s ) iedmont Electric Membership Corporation recorded in Book 241
at Page 1652 .
6 . Easement(s) to IArry Marc Jacobs recorded in Book 1327 at Page 350 .
7 . Rights of others f®r ingress and egress purposes in and to the use of easement(s )
located on the Lan ' j
8 . Ordinance of the Or County Board of Commissioners Designating the
property known as th%oorefields as a Historic Landmark recorded in Book
1754 , Page 23 .
NOTE ; This property is lofted in a zoned Historical Preservation area and is
subject to all easement rightprivileges or burdens appurtenant thereto including
the Historic Preservation FouVation of North Carolina, Inc . Protective
Covenants . '
9 . Boundary Agreement and Quitc Deed recorded in Book 4884 at Page 315 .
10 . Easement and Agreement for Priv rive Maintenance and Lighting Standards
recorded in Book 4884 at Page 328 .
ARTICLE VI , MISCELLANEOUS
A . Stewardship of the Conservation Easementolursuant to the terms of the Grant
Contract and any contract for stewardship of the Easement &ea entered into pursuant to the
Grant Contract, Grantor acknowledges that The Association V qhe Preservation of the Eno River
Valley , Inc . (d . b . a. Eno River Association) will monitor and olSsve the Easement Area in
perpetuity to assure compliance with the purposes and provisiod f this Conservation Easement
and the provisions of the Grant Contract, and that it will report o t condition of the Easement
Area, or provide for such reporting, to State and Fund no less frequ y than once a year, and
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further will report immediately to State and Fund any observed and/or known violations of this
Conservation Easement or the Grant Contract . The Parties acknowledge that the associated
stewardship monies awarded under the Grant Contract are administered pursuant to N. C . G . S .
143B435 . 236 which establishes the North Carolina Conservation Easement Endowment Fund,
an successor law, and Fund ' s internal policies and procedures, and that Eno River
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%ociation ' s obligation to monitor the Easement Area at any given time is contingent on the
av9pability of said stewardship funds . Further, the Parties acknowledge that this obligation to
mor�tor the Easement Area is assignable provided such assignment is made with the prior
writtenMroval of Fund and evidenced by a written instrument signed by the Parties to the
assig t and recorded in the Office of the Register of Deeds of Orange County . Provided
further, t any such assignment of Eno River Association' s obligation to monitor the Easement
Area shall ' lude a right of entry onto the Property and the Easement Area for the assignee of
said monito� obligation, and shall require the monitoring to be carried out in accordance with
and subject to C . G . S . § 143B435 . 236 or any successor law, and Fund ' s internal stewardship
policies and prures . The Parties specifically acknowledge that neither Eno River
Association ' s ob ition to monitor the Easement Area, nor its assignment of said obligation,
shall have any effect on the rights and obligations of Grantee of this Conservation Easement.
Further, the Parties covenant that the obligation to provide monitoring of the Easement Area will
survive any transfer of Grantor ' s fee interest in the Property .
B . Subse ue ransfers of the Fee or Other Interests • Licenses . Grantor agrees for
itself, its successors and asWWi , that in the event it intends to transfer the Property, any interest
in the Property , any portion f e Property that includes the Easement Area, or any license to
use the Easement Area, to note fAGrantee and Fund in writing of the names and addresses of any
party to whom the Property , anyoi3�terest in the Property , any portion of the Property that includes
the Easement Area, or any licenso 6 use the Easement Area, is to be transferred, the nature of
the interest or license to be transferal, and the terms and conditions of the intended transfer, at
least sixty (60) days before the transfer is intended to be consummated . Grantor, for itself, its
successors and assigns , further agrees to ake specific reference to this Conservation Easement
in a separate paragraph of any subseque ase , deed, license , or other legal instrument by which
any interest or license in the Property is c eyed . The Property owner shall not convey the
Property or any interest or license therein, an all not incur, assume, or suffer to exist any lien,
upon or with respect to the Property , wi#hout� osin to e prospective p p1 g the p p tive transferee the
Conservation Easement, the obligations of the P erty owner, and the limitations on use of the
Property . No interest or license in the Property sh4be transferred except in writing in accordance
with the above . Nothing in this Paragraph abrogatedr limits Paragraph J of Article III hereof.
Co Subsequent Transfers of the Conservation Easement . The Parties hereto recognize
and agree that the benefits of this Conservation Easeme e in gross and assignable with any
such assignee having all the rights and remedies of Gran hereunder , The Parties hereby
g g g �� y
covenant and agree , that in the event this Conservation Easeient is transferred or assigned , the
transferee or assignee of the Conservation Easement will be i alified organization as that term
is defined in Section 170 (h) (3 ) of the Internal Revenue Code o N986 (the " Code ") , as amended,
or any successor section, and the regulations promulgated theretiaer that is organized or
operated primarily for one of the conservation purposes specif ed iQ Section 170 (h) (4) (A) of the
Code, a qualified holder as that term is defined in the Act or any stcc ssor statute , and a
qualified grant recipient pursuant to N . C . G . S . Chapter 143B , Article, art 41 , The Parties
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further covenant and agree that the terms of the transfer or the assignment will be such that the
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transferee or assignee will be required to continue to carry out in perpetuity the purpose (s) of the
Conservation Easement that the contribution was originally intended to advance as set forth
herein, but acknowledge specifically that any transfer or assignment of the Conservation
cement shall have no effect on Eno River Association ' s obligation to provide stewardship of
f1i Conservation Easement as set forth in this Article VI .
D . Existing Responsibilities of Grantor and Grantee Not Affected . Other than as
specified erein, this Conservation Easement is not intended to impose any legal or other
respon ' lity on Grantee , or in any way to affect any existing obligation of Grantor as owner of
the Prop which includes the Easement Area . Among other things , this shall apply to .
r
1 . � axes . Grantor shall continue to be solely responsible for payment of all
es and assessments levied against the Property , including the Easement
a . If Grantee is ever required to pay any taxes or assessments on its
intiest in the Easement Area, Grantor shall reimburse Grantee for the
c
same .
2 . Upkeep wid Maintenance . Grantor shall continue to be solely responsible
for the uIth
ep and maintenance of the Property , including the Easement
Area, to tent it may be required by law. Grantee shall have noobligatio e upkeep or maintenance of the Easement Area .
X001
3 . Liability and Insnnification. If Grantee is ever required by a court to pay
damages resultinCrom personal injury or property damage that occurs on
the Property , incluen the Easement Area, Grantor shall indemnify and
reimburse Grantee fWt ese payments , as well as reasonable attorneys '
ttedfees and other expens sof defendingitself, unless Grantee has commi
a deliberate or negligent ,�e that is determined to be the sole cause of the
injury or damage . O
E . Conservation Purpose . Grant4, nd Grantee, each for itself, and its respective
successors and assigns , agree that this Conser' tion Easement shall be held exclusively for
1%
conservation purposes set forth by the Grant Cc ich
, this Conservation Easement, and as
specified in Section 170 (h) (4) (A) of the Code . Fr, this Conservation Easement shall be
construed to promote the purposes of the Act and purposes of this Conservation Easement
as are defined in Section 170 (h) (4) (A) of the Code .
F . Recording . Grantee shall record this instri ,ent and any amendment hereto in the
official records of Orange County, North Carolina, and maj re -record it at any time as may be
required to preserve Grantee' s rights . Q
G . Notices . Any notices shall be sent by registeredG� certified mail, return receipt
requested , to the Parties at their addresses shown below, and eab arty may update its
inf ' on b is sent in accordance with this Paragraph , .information y a notice
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If to Grantee : If to Grantor .
Orange County c/o DEAPR Friends of Moorefields
P . O . Box 8181 2201 Mooref elds Road
`\ illsborough, NC 27278 Hillsborough, NC 272784
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H . Amendments . Grantor and Grantee , or their successors in interest in the Property ,
are f� to jointly amend this Conservation Easement to meet changing conditions , provided that
no amen ment will be allowed that is inconsistent with the purposes of this Conservation
Easem or affects the perpetual duration of this Conservation Easement . Such amendments
require t rior written approval of both Grantor and Grantee and shall be effective upon
recording he public records of Orange County , North Carolina.
I , vironmental Condition of the Pro e . Grantor warrants , represents, and
covenants to Gr Zwribed
e that to the best of its knowledge after appropriate inquiry and investigation :
(a) the Property herein is and at all times hereafter will continue to be in full
compliance with all federal, state , and local environmental laws and regulations , (b) as of the
date hereof, there are no hazardous materials , substances , wastes , or environmentally regulated
substances (including , w ' hout limitation, any materials containing asbestos) located on, in, or
under the Property or u in connection therewith, (c) that there are no environmental
conditions existing on th operty that may prohibit or impede use of the Easement Area for the
purposes set forth herein, ) Grantor will not allow such conditions .
J . Indemnity. Grail� r agrees to the fullest extent permitted by law, to protect,
indemnify , and hold harmless G aitee from and against all claims, actions , liabilities , damages ,
fines , penalties , costs , expenses , abd. attorneys ' fees suffered or incurred as a direct or indirect
result of any violation of any federk� ss te, or local environmental or land use law or regulation
or of the use or presence of an hazardous substance , hazardous waste or other regulated
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material in, on, or under the Property .
K . Entire Agreement. The Recce s set forth above and the exhibits, if any , attached
hereto are incorporated herein b reference . is instru u
rp y � instrument, including the Grant Contract
incorporated by reference herein, sets forth thOntire agreement of the Parties with respect to the
Project and supersedes all prior discussions , ne • �t ' ations , understandings , and agreements
relating to the Project . To the extent that this Corte ation Easement is in conflict with the Grant
Contract, the terms of this Conservation Easement hall control .
L . Interpretation and Severance . This Conservation Easement shall be construed and
interpreted under the laws of the State and the United St , and any ambiguities herein shall be
resolved so as to give maximum effect to the conservatioRturposes sought to be protected
herein . The normal rule of construction of ambiguities agaigt the drafting party shall not apply
in the interpretation of this Conservation Easement . Further, Conservation Easement shall be
construed to promote the purposes of the Act, which authorizeyte creation of conservation
agreements for purposes including those set forth herein, and su conservation purposes as are
defined in Section 170 (h) (4 ) (A) of the Code . If any provision of ' Conservation Easement is
found to be invalid, the remainder of the provisions of this Conse ' n Easement, and the
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application of such provisions to persons or circumstances other than those as to which it is
found to be invalid , shall not be affected thereby and shall remain in full force and effect .
M . Parties . Every provision of this Conservation Easement that applies to Grantor or
q Grantee or to Fund shall likewise apply to their respective executors , administrators ,
s,dessors , and assigns .
N . No Extinguishment through Merger . The Parties agree that the doctrine of
extingrilts
ent by merger shall not apply to this Conservation Easement because of the public
interes enforcement . The Parties agree that this Conservation Easement and its terms shall
survive a coming together of the ownership of the fee interest and the Conservation Easement
interest in Easement Area, and that this Conservation Easement shall not be merged into the
fee interest . her, the Parties agree that if Grantee , or any successor in interest to Grantee,
acquires title y fee interest in the Easement Area (i) said owner shall observe and be bound
by the obligatio and the restrictions imposed upon ' the Easement Area by this Conservation
Easement and (ii Ois Conservation Easement shall not be extinguished through the doctrine of
merger in any way in view of the public interest in its enforcement .
O . Subse ue t Liens . No provision of this Conservation Easement shall be construed
as impairing the ability rantor to use the Property for collateral for borrowing purposes ,
provided that any mortga �r lien arising therefrom shall be subordinate to this Conservation
Easement.
P . Gender . The d\eN nations Grantor Grantee State and Fund as used herein shall
include the persons or entities inq ated and their administrators , successors , and assigns, and
shall include the singular , plural , tasculine , feminine , or neuter as the context may require .
Q . Headings . The headin)es of the various sections of this Conservation Easement
have been inserted for convenience onlX,.aVd shall not modify , define , limit , or expand the
express provisions of this Conservation ement .
TO HAVE AND TO HOLD unto (PI: w.,.tee, its successors and assigns , forever . The
. .
covenants agreed to and the terms , condition strictions , and purposes imposed as aforesaid
shall be binding upon Grantor and Grantor ' s reabsentatives , successors and assigns , and shall
continue as a servitude running in perpetuity wi e Property .
[ See next page for signatures and notary acknowledgement]
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1N WITNESS X%J Grantor, by authority duly given, has hereunto caused these
O presents to be executed under seal in such form as to be binding, the day and year first above
written, and Grantee accepts this Conservation Easement by the recording hereof in the public
records .
- GRANTOR:
FRIENDS OF MOOREFIELDS, A NC NON-ftoFIT
CoRPa►RATio
O By: (SEAL)
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Pam Hen rninger
President
ATTEST :
B '
Y �
0e, C�h Shaw
orporate Secretary
Affix Corporate Seal
� 1`P ] Q
STATE OF NORTH CAROONA
COUNTY OF ORANGE Cl ,
I, ( (, h Q, j ' o 49�20.
otary Public for said County and State do hereby certify
th Shaw personally came be me this da and acknowled ed that she is th Co rate
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Secretary of the Board of Directors fort Friends of Moorefields, a corporation existing under
laws of the State of North Carolina, part3(3o this Agreement, and acknowledge this Indenture to
be her act and deed and the act and deed o( aid corporation; the foregoing instrument was
signed in its name by the President of said d of Directors and attested by her as Secretary to
said Board of Directors . .
Witness my hand and notarial seal this th 2 tp day of 1 " t @ tZ b r ,2024 .
Notary Public .
My commission expires . 04 12120 23 Q
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Accepted :
GRANTEES :
ORANGE COUNTY, NORTH CAROLINA
By :
Jq, dezettjedford, Ch
Orange County Board of Commissioners
/ATSf
00
Jense erk to the
Board of Com ioners
NORTH CAROLINA
COUNTY OF ORANGE 0 E
` A
I COCA a Notary Public of the County and State aforesaid, certify that
Laura Jensen personally carAe bQf v, me this day and acknowledged that she is Clerk to the
Board of Commissioners for Or County , North Carolina and that by authority duly given
and as the act of said County, the fo eking instrument was signed in its name by the Chair of
said Board of Commissioners and atttsted by her as Clerk to said Board of Commissioners .
Witness my hand and notarial sea( his the day of , 2 ( j.
)A v44
gotar Public
My commission expires :
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EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
PROPERTY OF FRIENDS OF MOOREFIELDS
CHEEKS TOWNSHIP
ORANGE COUNTY, NORTH CAROLINA
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BEING al that real property designated as Parcel ` A ' on the plat of survey titled "Final
Exempt Plat, oundary , Easement, and Recombination Survey Property of Friends of
Moorefields , C Non-Profit Corp . , " prepared by Douglas R. Yarborough, Professional Land
Surveyor, Lan rk Surveying , Inc . dated April 27 , 2022 , and recorded in Plat Book 12 ,
at Page 1 range County Registry .
PIN 9854716006 (Parent)
PIN 9854815060 (Paren
PIN 9853797619 (Pare
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' EXHIBIT B
V LEGAL DESCRIPTION OF NCLWF EASEMENT AREA
Being all oq at 23 . 15 acre parcel , more or less labeled "Easement 1 State of North Carolina
Conservatio sement" all as shown on that certain plat entitled "Final Exempt Plat Boundary ,
Easement, An ecombination Survey Property of Friends of Moorefields , A NC Non-Profit
Corp . , The Stab' North Carolina Land and Water Fund, Orange County , North Carolina AND
The Eno River As elation" prepared by Douglas R . Yarborough, Professional Land Surveyor ,
Landmark Surveying , Inc . , dated April 27 , 2022 and recorded in Plat Book
Page , of the Orange County Registry .
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