HomeMy WebLinkAboutOTHER-2024-091-Deed of Conservation Easement for Circular Design Construction, LLC BK 6866 PG 692 - 714 (23) DOC# 30111878
This Document eRecorded: 12/31/2024 02.36.32 PM
�j?,�r Fee: $58.00 Tax: $0.00
Orange County, North Carolina
MARK CHILTON, Register of Deeds by JESSICA HAGER
This instrument prepared by and return to: John Roberts,Orange County Attorney.,
P.O.Box 8181,Hillsborough,NC 27278
Excise Stamps: None
Parcel Reference: Part of PIN 9840524927 /
NORTH CAROLINA 1�J�
COUNTY OF ORANGE
WARRANTY
DEED OF CONSERVATION EASEMENT
for
CIRCULAR DESIGN CONSTRUCTION, LLC
This Warranty Deed of Conservation Easement (hereinafter "Conservation Easement") is
made the 3l I" day of December, 2024 by and between CIRCULAR DESIGN CONSTRUCTION,
LLC, having an address at l 15 Cofield Circle, Durham, NC 277076, (hereinafter "Grantor") and
ORANGE COUNTY, NORTH CAROLINA, having an address of Post Office Box 8181,
Hillsborough, NC 27278 (hereinafter "Grantee").
The designation Grantor and Grantee as used herein shall include said parties, their heirs,
successors and assigns,and shall include singular,plural,masculine,feminine or neuter pronouns as
required by context.
RECITALS
A. The Grantor is the sole owners in fee simple,of certain real property(the"Property")
which consists of approximately 34.65 acres of land,located in Bingham Township,Orange County,
North Carolina and identified as those portions of the property labeled as "Open Space 31.03
Acres""and Array Drive(50' Private R/W")",containing approximately 3.62 acres,shown on that
certain plat of survey entitled "Survey of Array,"prepared by R.S. Jones & Associates, Inc., dated
September 28, 2022, and recorded at Plat Book 125, Page 129, Orange County Registry(hereafter
referred to as"the Recorded Plat").The Property is further identified as having Orange County(PIN
9840524927). Grantor desires to grant and convey to Grantee, and Grantee desires to accept, a
conservation easement on the terms hereinafter set forth over that portion of the Property described
as follows: BEING all of that certain parcel labeled"Open Space"containing 31.03 acres, more or
less, as shown on that certain plat of survey entitled "Survey of Array,"prepared by R.S. Jones
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Submitted electronically by "Kennon Craver, PLLC"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the orange county Register of Deeds.
BK 6866 PG 693 DOC# 30111878
Associates, Inc., dated September 28, 2022, and recorded at Plat Book 125, Page 1229, Orange
County Registry (i)all portions of the 50' Private R/W of Array Drive as shown on
the aforesaid plat of survey, and (ii) the land within the 50' Gas Easement in favor of Cardinal
Extension Company, LLC, as shown on the aforesaid plat of survey (the "Easement Area"). The
Easement Area is depicted on Exhibit A, attached hereto and incorporated herein.
B. The Grantee is a body politic existing under Chapter 153A of the North Carolina
General Statutes.
C. To the extent practicable, the Grantor and Grantee wish to maintain the Easement
Area as a combination of woodland and open space suitable as habitat for the native flora and fauna
of the North Carolina Piedmont,and to protect the water quality of Collins Creek and other perennial
streams that flow through this land and eventually to the Haw River and Jordan Lake. The grant of
this Conservation Easement will further said wish, and will serve the following "Conservation
Purposes," as such that teen is defined in Section 170 (h)(4)(A) of the Code:
The Easement Area contains a natural area that has not been subject to significant
development, which provides a "...relatively natural habitat of fish, wildlife, or plants, or similar
ecosystem," as that phrase is used in P.L. 96-541, 26 UCS 170(h)(A)(ii), as amended, and in
regulations promulgated thereunder.
The Easement Area contains complex natural communities including:bottomland hardwood
forest dominated by hardwood wetland trees; Collins Creek and two feeder streams; upland forest
dominated by beech,oaks,hickories,and large pines;a diverse forested habitat for several species of
birds; and natural depressions in low-lying areas that provide breeding sites for salamanders. It is a
primary purpose of this Conservation Easement to protect the undeveloped nature of the Easement
Area and, in doing so, to support and help protect the natural area and wildlife habitat associated
with this area.
The Easement Area also contains an intact segment of Collins Creek, which the State of
North Carolina identifies on its list of"303(d)impaired streams."It is a specific objective of Orange
County in its 2030 Comprehensive Plan, to reduce the number of 303(d) impaired streams by
minimizing impacts of non-point and point source pollution. Another primary purpose of this
Easement is to protect the undeveloped nature of the Easement Area and, in doing so, helping to
protect the water quality associated with Collins Creek.
The Easement Area also contributes to the open space and rural character of this section of
Bingham Township. Portions of the Easement Area have been or will be developed for the benefit
of low impact recreation for the tenants of the Array development. It is a further purpose of this
Conservation Easement to help to protect the rural character and open space of Bingham Township.
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The natural habitat of the Easement Area, and its contribution to the protection of Collins
Creek water quality, as well as the open space and rural character of Bingham Township are
collectively referred to as the "conservation values" of the Easement Area.
The Grantor and Grantee agree that the current uses of and improvements to the Easement
Area are consistent with the conservation purposes of this Conservation Easement. The conservation
purposes of this easement, notwithstanding anything to the contrary contained herein, are also
recognized by, and this Conservation Easement will also serve, the following clearly delineated
governmental conservation policies:
(1) the Orange County Board of Commissioners' goal (adopted June 21, 1999) to
identify and coordinate the preservation of the County's most significant natural areas; and
(2) the Land Use Element of the Orange County Comprehensive Plan (adopted
November 18, 2008) with its goal of "Land uses that are appropriate to on-site environmental
conditions and features, and that protect natural resources, cultural resources, and community
character;"
(3) the protection of similar Orange County properties designed to protect
conservation and open space values through conservation easements granted to the Grantee and
others in the vicinity of the Grantor's Property; and
(4) Article 17 of the North Carolina General Statutes NCGS 113A-24, entitled
Conservation, Farmland and Open Space Protection and Coordination, otherwise known as the
"Million Acre Initiative,"which provides that the State of North Carolina shall encourage,facilitate,
plan,coordinate,and support appropriate federal, State,local,and private land protection efforts so
that an additional one million acres of farmland,open space and conservation lands in the State are
permanently protected by December 31, 2009; and
(5)the Clean Water Management Trust Fund,North Carolina General Statute 113-
145.1 et seq., which recognizes the importance of protecting riparian buffers in conserving clean
surface water; and
(6)the Soil and Water Conservation Districts Act, authorized by NCGS § 13 9-1,et
seq., which provides for the preservation of farm, forest and grazing lands; and
(7) the special present use value assessment of farm and forestland as set forth in
NCGS § 105-277.2 et seq., which allows for lower property tax rates for land enrolled in active
agricultural uses.
The natural resources and natural habitat of the Easement Area, and its contribution to the
protection of the [[e.g.j open space and rural character of Bingham Township are collectively
referred to as the "Conservation Values" of the Easement Area.
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BK 6866 PG 695 DOC# 30111878
D. The characteristics of the Easement Area, its current use and state of improvement,
are depicted on an Orange County GIS map and sketch of the Easement Area.and other adjoining
property of Grantor prepared by Grantee for the Grantor, which is attached as Exhibit A to this
Conservation Easement and incorporated herein by reference. The Grantor worked with the Grantee
to ensure that the GIS map and sketch is a complete and accurate description of the Easement Area
as of the date of this Conservation Easement. It will be used by the Grantor and Grantee to assure
that any future changes in the use of the Easement Area will be consistent with the terms of this
Conservation Easement. However, the GIS map and sketch is not intended to preclude the use of
other evidence to establish the present condition of the Easement Area if there is a controversy over
its use. The Grantor and Grantee have copies of Exhibit A.The original of Exhibit A will remain on
file at the Orange County Department of Environment, Agriculture, Parks and Recreation.
E. The Grantor and Grantee have the common purpose of conserving the
above-described conservation values of the Easement Area in perpetuity, and the State of North
Carolina.has authorized the creation of Conservation Easements pursuant to the terms of the North
Carolina Conservation and Historic Preservation Agreements Act,N.C. Gen. Stat. § 121-34 et seq.,
and G.S. § 153A-176 and G.S. § 160A-266 - 279, which provide for the enforceability of
restrictions, easements, covenants or conditions "appropriate to retaining land or water areas
predominantly in their natural,scenic or open condition or in agricultural,horticultural,fanning,or
forest uses," and the Grantor and Grantee wish to avail themselves of the provisions of those laws.
NOW,THEREFORE,the Grantor,for and consideration of the facts recited above and of the
mutual covenants, terms, conditions and restrictions contained herein and as an absolute and
unconditional gift, hereby give, grant and convey unto the Grantee, its successors and assigns,
forever and in perpetuity for the benefit of the people of North Carolina, a Conservation Easement
over the Easement Area of the nature and character as follows:
Except as otherwise reserved to the Grantor in this Conservation Easement,the parties agree
that all development rights appurtenant to the Easement Area are hereby released, terminated and
extinguished, and may not be used on or transferred to any portion of the Grantor's Property as it
now or hereafter may be bounded or described,or used or transferred to any other property adjacent
or otherwise,nor used for the purpose of calculating permissible lot yield of the Grantor's Property
or any other property.
1. PURPOSE. The purposes of this Conservation Easement are to ensure that the
Easement Area will be retained forever predominantly in its natural, scenic, forested, and/or open
space condition;to protect native plants,animals,or plant communities on the Easement Area,while
allowing traditional uses on the Easement Area that are compatible with and not destructive of the
conservation values of the Easement Area such as low impact recreation and related facilities,
community gardens, and open air meeting or gathering spaces; and to prevent any use of the
Easement Area that will impair or interfere with the conservation values or interests of the Easement
Area.
As authorized in the Uniform Conservation and Historic Preservation Act,N.C. Gen.Stat. §
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121-34 et seq...this Conservation Easement is perpetual;it restricts the Easement Area in perpetuity;
and it is enforceable by Grantee against the Grantor and the Grantor's representatives, heirs,
successors and assigns, lessees, agents, and licensees.
Grantor will not perform,nor knowingly allow others to perform,any act on or affecting the
Easement Area that is inconsistent with the purposes of this Conservation Easement. However,
unless otherwise specified below,nothing in this Conservation Easement shall require the Grantor to
take any action to restore the condition of the Easement Area after any act of God or other event over
which Grantor had no control. Grantor understands that nothing in this Conservation Easement
relieves it of any obligation or restriction on the use of the Easement Area imposed by law.
2. PROPERTY USES. Any activity on,or use of,the Easement Area inconsistent with
the purposes of this Conservation Easement is prohibited. The Easement Area shall be maintained in
its natural, scenic and open condition and restricted from any development that would impair or
interfere with the conservation values of the Easement Area. Without limiting the generality of the
foregoing,the following is a listing of activities and uses which are expressly prohibited or which are
expressly allowed. Grantor and Grantee have determined that the allowed activities do not impair
the conservation values of the Easement Area. Additional retained rights of Grantor are set forth in
Paragraph 3 below.
11 Subdivision and Residential Use. All of the Easement Area shall be kept
under the same fee simple ownership. No portion of the Easement Area shall be sold, conveyed,
mortgaged,partitioned or subdivided so as to create the possibility of fee simple ownership of any
portion that would be separate or different from the fee simple ownership of the remainder of the
Grantor's Property.
2.2 Construction. Grantor shall have the right to construct and maintain a
community garden and gathering area within the Easement Area. Grantor may construct pathways
to serve the community garden and gathering area. Any new construction,not existing at the time of
the execution of this Conservation Easement shall be sited so as to cause minimal disturbance to the
conservation values of the Easement Area. The location and design of new construction shall be
subject to the approval of the Grantee;' Grantee agrees that if the location and design of the new
building meets the above standards its approval shall not be unreasonable withheld. No other
structures may be placed or constructed on the Easement Area. Furthermore, there shall be no
constructing or placing of any recreational court,airplane landing strip,billboard or other advertising
display, utility pole (other than those necessary to service the Easement Area's improvements),
utility tower, conduit or line on or above the Easement Area. Outdoor lighting shall be placed and
shielded so as to minimize the impact on surrounding areas.
2.3 Existing Improvements. Grantor shall have the right to maintain, remodel,
and repair existing structures,water tanks,water wells,fences,utilities,and other improvements,and
in the event of their destruction, to reconstruct any such existing improvements with another of
similar size,function,capacity,location and material so long as authorized by Orange County zoning
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BK 6866 PG 697 DOC# 30111878
regulations and consistent with permits required by and issued by Orange County under its laws and
ordinances for such reconstruction.
2.4 Agricultural Use. Grantor shall have the right to i) to breed and raise bees,
fish, poultry and other fowl in existing facilities on the Easement Area, and ii) to plant, raise and
harvest crops in existing fields and/or develop a community garden within existing open areas on the
Easement Area. Grantor may not establish or maintain any commercial feeder operation on the
Easement Area, which is defined for the purpose of this easement as an intensive animal raising
operation that takes place within a building and none of the feed is produced on the tract, and the
processing is fully or partly automated.
2.5 Timber Harvest. Trees may be removed, cut and otherwise managed to
control insects and disease,to prevent personal injury and property damage, for firewood and other
uses, including construction of permitted improvements and fences on the Easement Area. No
additional timber harvesting shall be allowed.
2.6 Grazing. Grantor shall not graze or pasture domestic animals on any portion
of the Easement Area for commercial purposes. This shall not prevent the grazing or pasturing of
animals for Grantor's or their guests recreation, or used in connection with activities expressly
allowed on the Easement Area.
2.7 Home Business. Any business that is conducted by and in the home of a
person residing on the Easement Area, if any, is allowed.
2.8 Recreational Use. Consistent with the purpose of and the limitations
contained in this Conservation Easement,Grantor shall have the right to engage in and permit others,
whether or not for consideration,to engage in recreational uses of the Easement Area,including,but
not limited to, hiking, camping, picnicking, horseback riding, non-motorized bicycling, lawful
hunting and fishing,and other recreational uses that require no buildings,facilities,surface alteration
or other development of the land so long as authorized by Orange County zoning regulations and
consistent with permits required by and issued by Orange County under its laws and ordinances.
Pursuit of wildlife by any form of motorized transportation is not allowed. Grantor may also
construct and maintain fences,foot trails,foot bridges,and or non-motorized vehicle trails incidental
to such purposes. Grantor reserves the right to promulgate and enforce reasonable rules and
regulations for all activities incident to recreational use of the Easement Area, including but not
limited to the right to prohibit any recreational use that would permit destruction of other significant
conservation value of the Easement Area.
2.9 Excavation.There shall be no filling,excavation,dredging,mining or drilling;
no removal of topsoil, sand, gravel, rock, peat, minerals or other materials; and no change in the
topography of the land within the Easement Area in any manner except as necessary to allow a)the
construction of the improvements allowed above,b)the maintenance ofroads,hiking,horseback and
non-motorized vehicle trails permitted hereunder, and c) the combating erosion or flooding.
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BK 6866 PG 698 DOC# 30111878
2.10 Destruction of Plants. Grantor shall have the right to cut and remove a)
diseased trees,shrubs,or other plants;b)non-native or invasive trees,shrubs,or other plants;and c)
to cut firebreaks. Grantor shall also have the right to cut and remove trees, shrubs,or other plants to
accommodate the activities expressly allowed under this Conservation Easement. There shall be no
additional removal, harvesting, destruction or cutting of native trees, shrubs or other plants within
the Easement Area. Except for use around improvements or in gardens there shall be no planting of
non-native trees,shrubs,or other plants in the Easement Area. Furthermore,except to accommodate
the activities expressly permitted in this easement, there shall be no use of fertilizers, plowing,
introduction of non-native animals, or disturbance or change in the natural habitat in any manner
within the Easement Area.
2.11 Water Quality and Drainage Patterns. There shall be no pollution of surface
water,natural water courses,lakes,ponds,marshes,subsurface water or any other water bodies,nor
shall activities be conducted on the Easement Area that would be detrimental to water purity or,
except as specified herein, that could alter the natural water level or flow in or over the Easement
Area. Other than the construction of a well to serve allowed improvements, there shall be no
alteration, depletion or extraction of surface water, natural water courses, lakes, ponds, marshes,
subsurface water or any other water bodies on the Easement Area, Diking, draining, filling or
removal of wetlands is prohibited.
2.12 Natural Resource Restoration and Enhancement Activities. Grantor may
engage or contract others to engage in any activity designed to repair,restore,or otherwise enhance
the natural resources found or once present on the Easement Area, such as the restoration of the
riparian forest corridors, so long as such activities are consistent with the Conservation Values of
this Conservation Easement and consistent with a management plan prepared for the Easement Area
and approved in advance by the Grantee.
2.13 Signage. No signs or billboards or other advertising displays are allowed on
the Easement Area except as follows: signs authorized by Orange County zoning regulations whose
placement, number and design do not significantly diminish the scenic character of the Easement
Area may be displayed to identify trails and the conservation values of the Easement Area, to
identify the name and address of the Property and the names of persons living on the Easement Area,
if any,to give directions,to advertise or regulate permitted uses on the Easement Area and proscribe
rules and regulations for recreational use of the protected Easement Area,to advertise the Property
for sale or rent, and to post the Easement Area against trespassers.
2.14 No Biocides. There shall be no use of pesticides or biocides,including but not
limited to insecticides, fungicides, rodenticides, and herbicides, except as approved by Grantee to
control invasive species detrimental to the conservation values of the Easement Area,and except as
needed around improvements on the Easement Area and in existing agricultural fields and gardens.
2.15 No Dumping. There shall be no storage or dumping of trash, garbage,
abandoned vehicles, appliances, or machinery, or other unsightly or offensive material,hazardous
substance,or toxic waste on the Easement Area(except the short-term storage of household garbage
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BK 6866 PG 699 DOC# 30111878
and waste). There shall be no changing of the topography through the placing of soil or other
substance or material such as land fill or dredging spoils, nor shall activities be conducted on the
Easement Area or on the Property, or any other adjacent property owned by Grantor, that could
cause erosion or siltation on the Easement Area.
2.16 Predator Control. Grantor shall have the right to control, destroy, or trap
predatory and problem animals that pose a material threat to livestock and/or humans by means and
methods approved by the Grantee. The method employed shall be selective and specific to
individuals, rather than broadcast, nonselective techniques.
2.17 Commercial Development. Any commercial or industrial use of or activity
within the Easement Area is prohibited. This restriction on use shall not be construed to prohibit use
of the Easement Area for recreational,educational and scientific purposes,as long as such activities
are otherwise consistent with this Conservation Easement.
2.18 Extinguishment of Development Rights. Except as otherwise reserved to the
Grantors in this Conservation Easement,the parties agree that all development rights appurtenant to
the Easement Area are hereby released, terminated and extinguished, and may not be used on or
transferred to any portion of the Grantor's Property as it now or hereafter may be bounded or
described, or used or transferred to any other property adjacent or otherwise, nor used for the
purpose of calculating permissible lot yield of the Grantor's Property or any other property.
3. ADDITIONAL RIGHTS RETAINED BY GRANTORS. Grantors retain the
following additional rights:
(a) Existing Uses. The right to undertake or continue any activity or use of the Easement
Area not prohibited by this Conservation Easement. Prior to making any change in use of the
Property, Grantors shall notify Grantee in writing to allow Grantee a reasonable opportunity to
determine whether such change would violate the terms of this Conservation Easement.
(b) Transfer. The right to sell,give,mortgage,lease,or otherwise convey the Easement
Area subject to the terms of this Conservation Easement.
4. GRANTEE'S RIGHTS. To accomplish the purpose of this Conservation Easement,
the following rights are granted to Grantee by this Conservation Easement:
(a) Right to Protect. The right to preserve and protect the conservation values of the
Easement Area and enforce the terms of this Conservation Easement.
(b) Right of Entry. Grantee,its employees,representatives,and agents and its successors
and assigns, have the right, after prior written notice to Grantors, to enter the
Property at reasonable times for the purposes of: (a) inspecting the Property to
determine whether the Grantors,their representatives, assigns,heirs and successors
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are complying with the covenants and purposes of this Conservation Easement; and
(b) monitoring and research as described below.
(c) Monitoring and Research. The right, but not the obligation, to monitor the native
plant and wildlife populations, plant communities and natural habitats on the
Easement Area. Grantee agrees that all monitoring activity,inventory and assessment
work or other natural resource research conducted by Grantee or at Grantee's
direction or with Grantee's permission shall be reported to Grantor. Grantor agrees
that all monitoring activity,inventory and assessment work or other natural resource
research conducted by the Grantor or at Grantor's direction or with Grantor's
permission shall be reported to the Grantee.
(d) Management of Exotics and Invasive Species. The right, but not the obligation, to
control, manage or destroy exotic non-native species or invasive species of plants
and animals that threaten the conservation values of the Easement Area. Grantee will
consult with Grantors prior to implementing control activities.
5. RESPONSIBILITIES OF GRANTOR AND GRANTEE NOT AFFECTED.
Other than as specified herein, this Conservation Easement is not intended to impose any legal or
other responsibility on the Grantor,or in any way to affect any existing obligation of the Grantor as
owners of the Easement Area. Among other things, this shall apply to:
(a) Taxes - The Grantor shall be solely responsible for payment of all taxes and
assessments levied against the Easement Area and the Property.
(b) Upkeep and Maintenance - The Grantee shall have no obligation for the upkeep or
maintenance of the Easement Area or the Property. The granting of this
Conservation Easement shall not in and of itself be construed to create or impose
upon the Grantor any obligation for the upkeep or maintenance of the Easement Area
except to the extent elsewhere required by this Conservation Easement.
6. ACCESS. No right of access by the general public to any portion of the Easement
Area is conveyed by this Conservation Easement. However, the public has the right to view the
Easement Area from adjacent publicly accessible areas such as public roads and waterways.
7. ENFORCEMENT. The Grantee shall have the right to prevent and correct
violations of the terms of this Conservation Easement,
(a) With reasonable advance notice provided to the Grantor or with the Grantor's prior
verbal consent, the Grantee shall have the right to enter the Grantor's Property for the purpose of
inspecting for compliance with the terms of this Conservation Easement. The Grantee shall have the
right to prevent violations and remedy violations of the terms of this Conservation Easement through
judicial action, which shall include, without limitation, the right to bring proceedings in law or in
equity against any party or parties attempting to violate the terms of this Conservation Easement.
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Except when an ongoing or imminent violation could irreversibly diminish or impair the
conservation values of the Easement Area, the Grantee shall give the Grantor written notice of the
violation and thirty(30)days to cure the violation, before commencing any legal proceedings.The
Grantee may obtain an injunction to stop a violation or a threatened violation, temporarily or
permanently. The parties agree that a court may issue an injunction or order requiring the Grantor to
restore the Grantor's Property to its condition prior to the violation, as restoration of the Property
may be the only appropriate remedy. In any case where a court finds that a violation has occurred,
the Grantor shall reimburse the Grantee for all its expenses incurred in stopping and correcting the
violation,including but not limited to reasonable attorneys' fees. In any case where a court finds no
such violation has occurred, the Grantee shall reimburse the Grantor for all expenses incurred,
including reasonable attorneys' fees. In any case where the court finds that there was a complete
absence of a justiciable issue of either law or fact raised by the losing party,the court may award a
reasonable attorney's fee to the prevailing party as provided by law. The failure of the Grantee to
discover a violation or to take immediate legal action shall not bar it from doing so at a later time for
that violation or any subsequent violations.
(b) Grantee shall not bring any action against Grantors for any injury or change to the
Easement Area caused by third parties, or resulting from causes beyond the Grantor's control,
including, without limitation, fire, flood, storm and naturally caused earth movement, or from any
prudent action taken in good faith by the Grantor under emergency conditions to prevent, abate,or
mitigate significant injury to life, damage to the Easement Area or harm to the Easement Area
resulting from such action.
8. TRANSFER OF EASEMENT. Grantee has the right to transfer,assign,convey,or
otherwise to co-hold the Conservation Easement created by this Deed to any public agency or private
nonprofit organization that,at the time of transfer,is a qualified organization under Section 170(h)of
the U.S. Internal Revenue Code, as amended and under NCG S 121-3 4 et seq.,provided the agency
or organization expressly agrees to assume the responsibility imposed on Grantee by this Deed. If
Grantee ever ceases to exist or no longer qualify under Section 170(h)of the U.S. Internal Revenue
Code,or applicable State law, a court with jurisdiction shall transfer this Conservation Easement to
another qualified organization having similar purposes that agrees to assume the responsibility
imposed by this Conservation Easement.
9. TRANSFER OF THE PROPERTY. Grantors shall notify Grantee, in writing, at
least thirty (30) days prior to any conveyance by Grantors of the Property or any interest in the
Property,and the document of conveyance shall expressly refer to this Conservation Easement and,
by its terms, the conveyance shall be made together with and subject to the terms, conditions and
obligations of this Conservation Easement.
10. AMENDMENT OF EASEMENT. This easement may be amended only with the
written consent of Grantor and Grantee. Any such amendment shall be consistent with the purposes
of this Conservation Easement and shall comply with Sec. 170(h)of the Internal Revenue Code,or
any regulations promulgated in accordance with that section. Any such amendment shall also be
consistent with the Uniform Conservation and Historic Preservation Agreements Act, N.C. Gen.
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Stat. § 121-34 etseq.,or any regulations promulgated pursuant to that law. The Grantor and Grantee
have no right or power to agree to any amendment that would affect the enforceability of this
Conservation Easement.
11. TERMINATION OF EASEMENT. If it is determined by a court with jurisdiction
that conditions on or surrounding the Property have changed so much that it is impossible to fulfill
the conservation purposes set forth above,a court with jurisdiction may, at the joint request of both.
the Grantor and Grantee, terminate this Conservation Easement.
If condemnation of a part of the Property or of the entire Property by public authority renders
it impossible to fulfill any of these conservation purposes, the Conservation Easement may be
terminated by a court with jurisdiction.
At the time of the conveyance of the Conservation Easement to the Grantee, this
Conservation Easement gives rise to a real property right,immediately vested in the Grantee. If the
easement is terminated and the Easement Area is sold or taken for public use,then, as required by
Sec. 1.1 70A-I 4(g)(6) of the IRS regulations, the Grantee shall be entitled to a percentage of the
gross sale proceeds or condemnation award (minus any amount attributed to new improvements
made after the date of the conveyance,which amount shall be reserved to the Grantor), equal to the
ratio of the appraised value of this easement to the unrestricted fair market value of the Property, as
these values are determined on the date of this Conservation Easement. The Grantee shall use the
proceeds consistently with the conservation purposes of this Conservation Easement.
12. PROCEDURE IN THE EVENT OF CONDEMNATION OR EMINENT
DOMAIN. Grantor and Grantee recognize that the partial sale of this Conservation Easement gives
rise to a property right, immediately vested in the Grantee, with a fair market value equal to the
proportionate value that the Conservation Easement bears to the value of the Grantor's Property
prior to the restrictions imposed by the Conservation Easement. Accordingly,if any condemnation
or eminent domain action shall be taken,on all or part of the Grantor's Property,by any authorized
authority,said authority shall be liable to the Grantee for the value of the property right vested in the
Grantee at the time of the signing of this Conservation Easement.
If condemnation or a taking by eminent domain of a part of the Grantor's Property or the
entire Property by a public authority renders it impossible to fulfill any of the conservation purposes
of this Conservation Easement on all or part of the Property, this Conservation Easement may be
terminated or modified accordingly through condemnation proceedings. Grantor and Grantee agree
that this Conservation Easement is a currently vested real property right with a value equal to the
proportionate value of the Conservation Easement to the unencumbered value of the fee, as of the
date of this Conservation Easement. If the Conservation Easement is terminated or modified and
any or all of the Grantor's Property is sold or taken for public use, then, as required by Section
1.1 70A-I 4(g)(6)of the IRS regulations,the Grantee shall be entitled to the proportionate value of the
Conservation Easement.
Page 11 of 17
BK 6866 PG 703 DOC# 30111878
If,however, after the condemnation or eminent domain proceedings, a court of jurisdiction
does not include in the just compensation awarded as a result of the taking, the amount of the
Conservation Easement value, then the Grantor shall not be responsible to share any proceeds
awarded.
All condemnation related expenses, including reasonable attorney fees, incurred by the
Grantor and the Grantee shall be paid out of any recovered proceeds prior to distribution of the net
proceeds as described herein.
13. INTERPRETATION. This Conservation Easement shall be interpreted under the
laws of North Carolina,resolving any ambiguities and questions of the validity of specific provisions
as to give maximum effect to its conservation purposes.
14. INDEMNIFICATION AND INSURANCE. Grantor agrees to indemnify and hold
Grantees harmless from any and all costs,claims or liability,including but not limited to reasonable
attorneys' fees arising from any personal injury, accidents, negligence or damage relating to the
Property, or any claim thereof, unless due to the negligence of Grantees or their agents, in which
case liability shall be as provided by law. In addition,Grantors agree to maintain liability insurance
covering the Property with the limits as follows: (i)$300,000 per person for personal injury or death,
up to $300,000 per occurrence; and(ii)$300,000 per occurrence for property damage; and warrant
that Grantee is and will remain a named insured on Grantor's Property insurance policies covering
the Property. Grantors shall provide Grantee with a certificate of insurance coverage on the effective
date of this Conservation Easement and within 10 days of each insurance renewal date.
15. TITLE. The Grantor warrants that they hold fee simple title to the Property, free
from all encumbrances, except for those exceptions deemed by the Grantee as acceptable and set
further in Exhibit C to this Conservation Easement,and hereby promise to defend the same against
all claims that may be made against it.
16. NOTICES. Any notices required by this Conservation Easement shall be in writing
and shall be personally delivered or sent by first class mail,to Grantor and Grantee,respectively,at
the following addresses, unless a party has been notified by the other of a change of address.
To Grantor: To the Grantee:
Circular Design Construction, LLC Orange County Department of Environment,
c/o Jodi Bakst Agriculture, Parks and Recreation
115 Cofield Circle_
Orange County, North Carolina
Durham,NC 27707 P.O. Box 8 181
Hillsborough, NC 27278
17. ENVIRONMENTAL CONDITION. The Grantor warrants that it has no actual
knowledge of a release or threatened release of hazardous substances or wastes on the Property.
Page 12 of 17
BK 6866 PG 704 DOC# 30111878
I& SEVERABILITY. If any provision of this Conservation Easement is found to be
invalid, the remaining provisions shall not be altered thereby.
19. PARTIES. Every provision of this Conservation Easement that applies to the
Grantor or Grantee shall also apply to their respective heirs,executors, administrators,assigns, and
all other successors as their interest may appear. This Conservation Easement shall not be construed
to benefit or to create any rights in any third parties,including but not limited to the general public,
except as expressly provided herein.
20. RE-RECORDING. In order to ensure the perpetual enforceability of the
Conservation Easement, the Grantee is authorized to re-record this instrument or any other
appropriate notice or instrument.
21. MERGER. The parties agree that the terms of this Conservation Easement shall
survive any merger of the fee and easement interest in the Property.
22. SUBSEQUENT LIENS ON THE PROPERTY. No provisions of this
Conservation Easement should be construed as impairing the ability of Grantor to use the Property as
collateral for subsequent borrowing, provided that any mortgage or lien arising from such a
borrowing is made subordinate to this Conservation Easement.
23. EXHIBITS AND DOCUMENTATION.
(a) Documentation Report. The parties acknowledge that the Baseline Documentation
Report dated December 27,2024,a copy of which is on file at the offices of the Grantee,accurately
establishes the uses,structures,conservation values and condition of the protected Property as of the
date hereof. See summary attached as Exhibit B.
24. ENTIRE AGREEMENT. This instrument sets forth the entire agreement of the
parties with respect to the Conservation Easement and supersedes all prior discussions,negotiations,
understandings or agreements relating to the Conservation Easement. If any provision is found to be
invalid,the remainder of the provisions of this Conservation Easement, and the application of such
provision to persons or circumstances other than those as to which it is found to be invalid, shall not
be affected thereby.
25. ACCEPTANCE AND EFFECTIVE DATE. As attested by the Clerk of the
Grantee and the signature of its authorized representative affixed hereto,the Grantee hereby accepts
without reservation the rights and responsibilities conveyed by this Conservation Easement. This
Conservation Easement is to be effective the date recorded in the Orange County Registry of Deeds.
26. ATTORNEY'S FEES. In connection with any litigation arising out of this Contract,
the prevailing party shall be entitled to recover from the other party all costs incurred by it,including
reasonable attorneys' fees, which shall include fees on appeal.
Page 13 of 17
BK 6866 PG 705 DOC# 30111878
27. SUBSEQUENT CONVEYANCE TO HOMEOWNERS' ASSOCIATION.
Grantee understands that the Property will be conveyed in fee simple to the Array Homeowners'
Association, Inc., a North Carolina nonprofit(the"HOA")immediately following the recording of
this Conservation Easement. Grantee consents to the conveyance to the HOA. The HOA represents
and warrants to Grantee that the HOA has duly approved the conveyance of this Conservation
Easement by Grantor in accordance with the Bylaws of Array Homeowners' Association, Inc.,and
that certain Declaration of Covenants, Conditions, Restrictions and Road Maintenance For Array
Subdivision recorded in Book 6799,Page 426-449,inclusive of all amendments and modifications
thereto. By executing this Conservation Agreement,the HOA agrees to be bound to all terms hereof
of this Conservation Easement as if it was the original grantor of the same. The HOA shall defend,
indemnify, and hold the Grantee, and its successors and assigns, harmless from any and all costs,
claims or liability,including but not limited to reasonable attomeys'fees arising from any breach of
the HOA's representations and warranties contained in this Section 27.
TO HAVE AND TO HOLD, this Conservation Easement unto the said Grantee forever.
Page 14 of 17
BK 6866 PG 706 DOC# 30111878
IN WITNESS WHEREOF, the Grantor, Grantee, and the HOA, intending to legally bind
themselves, have set their hands on the date first written above.
GRANTOR:
CIRCULAR DESIGN CONSTRUCTION, LLC,
a North Carolina limited liability company
By: (SEAL)
Name e R. Hadler
Title: Authorized signer(see attached Company
Resolution)
NORTH CAROLINA
COUNTY OF
I, t l � 9 ,Notary Public for the County of
ray-yA , State of C Cvo y\ , certify that the following
person peAonally appeared before me this day, acknowledging to me that he or she voluntarily
signed the foregoing document for the purpose stated therein and in the capacity indicated:
Wayne R. Hadler, Authorized Signer Circular Design Construction, LLC, Grantor.
Witness my hand and official stamp or seal,this the day of Decmber, 2024.
Ll
Notary Public ;
My Commission Expires:
�`®C�rrrrr or rrrrr°®ry
®o®,`�®®��_R fa`
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�p�0.
Page 15 of 17
BK 6866 PG 707 DOC# 30111878
IN WITNESS WHEREOF, the Grantor, Grantee, and the HOA, intending to legally bind
themselves, have set their hands on the date first written above.
Accepted:
GRANTEE:
ORANGE COUNTY,NORTH CAROLINA
By: ''(SEAL)
, Chair
Orange County Board of Commissioners
ATTEST:
tf
Laura Jensen. erk to the
Board of Commissioners
NORTH CAROLINA
COUNTY OF ORANGE
I,fv 4" if ` V' Notary Public of the County and State aforesaid, certify that
Laura Jensen personally came before me this day and acknowledged that she is Clerk to the
Board of Commissioners for Orange County,North Carolina and that by authority duly given
and as the act of said County,the foregoing instrument was signed in its name by the Chair of
said Board of Commissioners and attested by her as Clerk to said Board of Commissioners.
Witness my hand and notarial seal this the day oQe�., 2Qj
Cn l _ ",A
�a% Notary Public
� ftlotery pub,,- 2
V hfeckfelburg, Z
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fount >
Y horn
My commission expires: = a6-29-20 �"P.
Za26
Page 16 of 17
BK 6866 PG 708 DOC# 30111878
IN WITNESS WHEREOF, the Grantor, Grantee, and the HOA, intending to legally bind
themselves,have set their hands on the date first written above.
HOA:
ARRAY HOMEOWNERS' SV�CIATION, INC.
By: AL)
Name: Kenn7etK Williams
Title: President
NORTH CAROLINA
COUNTY OF 0( �
W , a Notary Public of Orange County,North Carolina do hereby
certify that Kenneth Williams, President of Array Homeowners' Association, Inc. personally
appeared before me and acknowledged the due execution of the foregoing instrument.
Witness my hand and notarial seal this the W7 day of December, 2024.
Notary Public
My commission expires:
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Page 17 of 17
BK 6866 PG 709 DOC# 30111878
RESOLUTION OF THE SOLE MEMBER AND SOLE MANAGER
OF
CIRCULAR DESIGN CONSTRUCTION,LLC
THE UNDERSIGNED,BEING THE SOLE MEMBER AND SOLE MANAGER OF CIRCULAR DESIGN
CONSTRUCTION,LLC,A NORTH CAROLINA LIMITED LIABILITY COMPANY(THE"COMPANY"),
WITH FULL AUTHORITY TO EXECUTE ANY AND ALL DOCUMENTS OF THE COMPANY DO HEREBY
ADOPT THE FOLLOWING RESOLUTIONS BY SIGNING THEIR WRITTEN CONSENT HERETO:
SALE OF REAL PROPERTY
WHEREAS, the Company has agreed to convey a Warranty Deed of Conservation Easement ("hereinafter
"Easement") of real property located in Orange County, North Carolina and described approximately 32 acres of land,
located in Bingham Township, Orange County, North Carolina and identified as that portion of Tract that is
depicted as "Open Space" on the plat of property titled "Survey of Array," prepared by R.S. Jones &
Associates, Inc., which plat is recorded at Plat Book 125, Page 129, Orange County Registry ("the recorded
plat") and also being a part of PIN 9840524927 to ORANGE COUNTY.
WHEREAS,Jodi Bakst, as the sole Member/Manager of the Company will not be available to sign the Easement
when it is ready for signature; and
WHEREAS, Jodi Bakst, undersigned sole member/manager has reviewed and approved the terms of the
Easement and wishes to authorize the Company attorney Wayne R. Hadler to handle all matters related to the finalizing
the Easement and for Wayne R. Hadler to have full authority to execute the final original Easement that will be recorded
in favor of Orange County; and
NOW,THEREFORE,IT IS HEREBY:
RESOLVED,that Jodi Bakst, as the sole Member/Manager of the Company hereby authorizes Wayne R. Hadler
to execute the Easement and any necessary related documents requirement to complete the conveyance of the Easement to
Orange County.
RESOLVED,that Jodi Bakst, as the sole Member/Manager further authorizes and directs Wayne R Hadler to take
such further action by and on behalf of the Company as he shall deem necessary or appropriate to further the purposes of
the foregoing resolutions; and further
RESOLVED,that any actions of Jodi Bakst, as the sole Member/Manager of the Company taken prior to the date
hereof, which would be authorized by the foregoing resolutions related to the conveyance of the Easement to Orange
County,be and hereby are,ratified, adopted and approved as of the date such actions were taken.
The signature to this Consent transmitted by facsimile shall be deemed to be an original signature for all purposes.
These actions and resolutions are effective as of December 2,2024.
Circular Design Construction, LLC
A North Carolina Limited Liability Company
t
By: (SEAL)
J,t4A, aks sole Member/Manager
BK 6866 PG 710 DOC# 30111878
EXHIBIT A. GIS MAP AND SKETCH OF EASEMENT AREA
EXHIBIT B. SUMMARY OF THE BASELINE DOCUMENTATION REPORT
EXHIBIT C. PERMITTED EXCEPTIONS
BK 6866 PG 711 DOC# 30111878
EXHIBIT A
GIS MAP AND SKETCH OF THE EASEMENT AREA
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Tract Information., 1155 a+a s:Z sse �.>>c F-1 Legend
Landowner.Circular Design ORANGTZ(-!0UN'3'Y P:,--ds
Construction LLC
t at:35'157.44' EM Raad,&Gas Line Ease.rents
Date: 11,21,024 e�X
i,raaage:2021 Aerial Photo � T,a�;Sc, aary
Photo
Created By:Christian Hirai Ne�
acres. 5 C°E.
31 7ll�
� � 'Department C:�� �'.�92�'IgT�t�T�eC:i1�`y � `�` r-ou,.ry"e"d Easerr4e=^.:
THIS MAP IS BEING USED FOR ILLUSTRATIVE PURPOSES ONLY. THIS MAP IS NOT A CERTIFIED
SURVEY AND HAS NOT BEEN REVIEWED BY A LOCAL GOVERNMENT AGENCY FOR COMPLIANCE
WITH APPLICABLE LAND DEVELOPMENT REGULATIONS. N.C.G.S.SECTION 47-30(n).
BK 6866 PG 712 DOC# 30111878
EXHIBIT B
SUMMARY OF THE BASELINE DOCUMENTATION REPORT
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Acknowledgement of Baseline Document Repor
fora �
Orange County Conservation Easement
The undersigned, being the grantors of a conservation easement granted to Orange County
("Grantee") with respect to 31.03 wores, a portion of the tax parcel with Orange County Parcel `
Identification Number (PIN) 9840524927, located a145UOArray Drive, Chapel Hill, NC 27516 in
Bingham Township of Orange County, North Carolina ("the Easement Area"), hereby certified to
the Grantee that the accompanying baseline documentation report which includes the "relevant
documents" listed below and is dated~ 2024, isan accurate representation ofthe '
EasennentArea and its condition on the dote hereof and on the date on which the conservation
easernent was executed. The undersigned agree that the conditions documented in this baseline
documentation report do not necessarily represent all aspects of the Property to which the terms
of the conservation easement relate and that in providing this easement documentation, the
Grantees in no way waive any rights, either at |avv or in equity, to enforce the provisions of the
conservation easement.
Executed undersea|this dnyof 2024. `
Grantor: ORCULAK DESIGN CONSTRUCTION, LL[
a North Carolina limited liability company
Wayne R. Had|er
Title:Authorized signer �
Acknowledged by:
Orange County, North Carolina
Bv |
DajdStanci| �
/
Department of Environment, Agriculture, Park and Recreation Director \
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BK 6866 PG 714 DOC# 30111878
EXHIBIT C
PERMITTED EXCEPTIONS
1. Taxes for the year 2025, and subsequent years, not yet due and payable.
2. Matters shown on recorded Plat Book 99 at Page 92; Plat Book 120 at Page 85; Plat Book
122 at Page 128; Plat Book 124 at Page 109; Plat Book 122 at Page 128; and Plat Book
125 at Page 129.
3. Restrictions appearing in the Declaration of Covenants, Conditions, Restrictions and
Road Maintenance for Array Subdivision record in Book 6799, Page 426.
4. Declaration of Perpetual Easement from Helen R. Laws to Stephen M. Burt and Sharon
C. Burt recorded in Book 3976 at Page 89, Orange County Registry for access, ingress,
egress, surface water drainage and installation of underground utilities.
5. Easement for Telephone and communication circuits in favor of University of North
Carolina recorded in Book 137 at Page 76, Orange County Registry.
6. Rights of others thereto entitled in and to the continued uninterrupted flow of creek(s),
located on the Easement Area.
7. Easement to Duke Power recorded in Book 812 at Page 114, Orange County Registry.
8. Termination of Limited Use Agreement recorded in Book 6738 at Page 2313.