HomeMy WebLinkAboutL 11820 P 736 r ,
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11820 PC736 97 MAR 14 PM 2157
Numbcrof pages REAL STATE EDWARD P. QPAINE
TORRENS MAR 1,4 199,E C(.E 0
Serials SUFFOLK COUNTY
Tl1API�'��A TAX
Cerdncate a SUFFOLK
Prior Ctt.M JB1
Dead/hlongage Instrument aced/hlongage Tat Stamp Recording/piling Suumps
4 E+lila
Pose/Pilins Poehiongago Amt.
flandling I. Basic TPA
IT- 1 4—.— 2. Additional
Notation G Sub Tow
CA•5217(County) !w Sub Total SpeclAuli.
HA-5217(State) ___. S or
Ix<,/Add.
R.P.T.&A. _ TOT.SITU,TAX ,
Comm.Olt B4. �.�Q_ 1 Held 11o1d forDuatTci ,�Dual Caunty
t� for Apportionment
Arndavit _ �. Transfer Tax
Certified Copy � ( Mansion Tax
no proporty covered by this morlita Is or
Reg.Copy will be Improved by a one or two(amity
Sub Total dwelling onlyy,
Other YUS or NO_�
Ir N0,goo appropriola tax elsuso on page k
(iKANf1 T0'CAI. or this Instrument.
S P Real Property Tax Service Agency Verincallon 6 Title Company Information
Dist. Section block Lot
Allnnurs Td4 A""v I
I U00
S 0.3 .0 t1 Of0 d _. Company Nano
''~' ' SSr,f f I a
Dela
I tills n�
Thio Number
�ed*riok 0. Gahagan, Esq. CAM__Check�.Charge
Waller, Smith i Palmer, P.C. Payer same u R&R
103 Hall• Road (or if different)
P.O. Box 506 NAME;,_
Old L •, CT 06771 GsnligitolsAQincr,lnc
ADDRESS; 00 Now Yorl Avenuey,twos 20
u 1=oil /�
RECORD A RETURN TO
7 ADDRESS
9 Suffolk County Recording & Endorsement Page
h page forms part or the attached sr _made by;
(SPLCIFY TYPE OF iNS'I'RUMrw)
.�L------Y.�_.�.... 17tc premises herein is situated in
SUFFOLK COUNTY.NH%V YORK,
In tlto'I'owt>.thlp or
Le
-61 the VILLACII:
— or I IAMLCT of. _
BOXES S TIIRU 9 Iv1US'I'UIs 9'YI1VD OR 11RIN'ITI)IN BLACK INK ONLY PRIOR TO RriCORDINO OR PILING.
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' ' D!!D 0! Oi'gf/1R07►TfOalf �/lfCIMT
TM=a Oag1i1'aZ' Dow 0! OONSBAVAIRZOM a>A/1aM18 is made by Louis
Moore Bacon, of 44 Mayo Avenue, Greenwich, Connecticut 06530,
who with his successors in title to all or any portion of the
Property, as hereinafter defined, is herein referred to as
"Grantor," in favor of SRS Mlona 0WI/1!VllaM t"orantse"j , a non-
profit charitable corporation incorporated under the laws of the
District of Columbia and in good standing and qualified to do
business in the state of New York as The Nature Conservancy,
=no. , with a local address at 250 Lawrence dill Road, Cold Spring
Harbor, New York 11724 and a principal address at 1816 North Lynn
Street, Arlington, Virginia 21209.
. IIXXRZJWj Grantor is the owner in fee simple of certain real
property known as Robins island in the Great Punonio bay, Suffolk
k. County, New York, totalling 435 acres more or less, more
dk
Y` particularly described in Schedule A, this and each other
exhibit, Schedule, or Attachment referenced herein being attached
hereto and incorporated herein by reference and Maps l and a of
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Exhibit 1 and Map i of Exhibit 7 being filed simultaneously ..
herewith in the Miscellaneous index of the Office of the Suffolk
A R�6� s t��hw� mnpf A♦ 4Z
County Clerk/(Nreinafter "Robins island" or the "Property") p and
111la1tUs, Robins Island possesses unique and significant
natural and open space values (the "Conservation Values") of
great importance to Grantor, to Grantee, to the residents of
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Suffolk County, and to the people of the state of New York; and
1i=W, Robins Island was first managed as a shooting J
x
s reserve in 1061; and
I�Q/�NIIACOMCl/IACOM Il�ia< l1T
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y
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WXIMNUo management of Robins Island as a shooting preserve
continued until 1974 under the ownership of a number of
individuals and alubsj and
E IIRUMe the ownership and management of Robins island as a
shooting preserve over this period ensured a stewardship ethic
among owners of the Property that has helped to preserve its open
space characteristios, diverse habitat, and ecologyl and
AMMO, it is Grantor's goal and objective to protect the
Conservation Values of the Property while permitting the
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continued private use and enjoyment of the Propertyx and
WXnZ 1r, it is further Grantor's goal and objective to
continue the traditional uses and practices of managing the
timber, grasslands, and fields on the Property for shooting,
wildlife, wildlife habitat, hunting, agriculture, forestry,
equestrian, other outdoor recreational uses, residential uses,
and other uses that are not inconsistent with the protection of
the Conservation Values of the Propertyt and
Alii ZM# Grantee agrees that Grantor's goals and objectives
are consistent with the Purpose, as defined below, of this
Easement? and
WHIMM, in 1986 Suffolk County authorized the inclusion of
Robins island in the County's open Space Acquisition Program, and
in 1987 Suffolk County designated Robins island as a critical
environmental area, Laws of Suffolk County, Local Law No. 24-
1987; and
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3.
WXBRWW, Article 37 of the New York State Environmental
Conservation Law t"N.Y.S. ECG"y , Section 87-0101, pt„m. ,
IWOO/iACOMCIM M
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entitled "Long island Pins barrens Maritime Reserve Act,"
declares it to be in the public interest to protect and manage
the Pine Barrens/Peconic Say maritime system, including Robins
Islands and
MMUS, said New York State Environmental Conservation Lary
encourages the use and donation of conservation easements, M.Y.B.
ECL Section 49-01011 and
11MIAs, the 1992 New York Open Space Plan identified Robins
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Island among seventy-live (75) "Priority conservation Projects"
within the state of New Yorki and
WXMU AS, the November 21, 1995, Sumary of said Open Space
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Plan further notes that "the preservation of ROSx118 E/L11Rp on
Long Island has been advanced by its purchase by a conservation-
minded buyer, and efforts are under way to ensure its long term
preservation") and
11#[UUS, the Property is part of the Peconio batuary system
i.
which was included in the National Estuary Program by
determination of the united states Environmental Protection
Agency on September 9, 19921 as a $'nationally significant
estuary") and
MBREAS, protection of Robins Island pursuant to thea*
specific governmental policies will yield a significant public
benefits and
RR/AWA, the Property provides habitat, including freshwater
wetlands, for threatened and endangered species, including
Eastern Mud Turtle, osprey, Piping Plover, Least Tern, RambuV a
Forktail, Ssabeach Knotwesd, Fireweed, Saltmarsh 9pikerush, Marsh
+�ao�►rw►amcir� wrrl•f•m
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Straw sedge, ant Hairy Woodrush and provides critical buffer
areas necessary to ensure the long-term protection of such
species; and
11H1RUs, the Property contains two (2) sandy points which
iy
provide known breading habitat for Piping Plover and Least Tern
and temporary habitat for other threatened or endangered species;
and
11M1UWj the Conservation Values of the Property are
f documented in a report entitled, "Robins island Easement Baseline
Documentation Report" to be kept on fixe at the offiose of
Grantee, with copies provided to the Grantor (hereinafter
referred to as the „baseline Documentation") , and the parties
agree the Baseline Documentation provides an accurate
f representation of the Property at the time of this grant; and
IfM US, Grantee is a publicly-supported, tax-exempt, non-
profit organization whose primary purpose is to preserve and
conserve natural areas for aesthetic, scientific, charitable, and
educational purposes; and
=MR=, Grantee represents that Grantee is a "qualified
conservation organization," as that term is defined in section
170(h) of the Internal Revenue Coda of 1986+ as amended, and the
requlations thereunder (the "Cods") ; and
11rMMM, Grantee has received determination letters from the
Internal Revenue service, on file at the offices of Grantee, to
#` the effect that Grantee is a "publicly-supported" organization
under Section 170(b) (1) (A) (vi) of the Code and is not a private
foundation described in section 609(a) of the Code; and
110/OM AA+OM6IM M WP/3-54?
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WNW4 /, Grantor and Grantee have the common purpose of
conserving and protecting Robins Island in perpetuity as open
space and as "a relatively natural habitat of fish, wildlife or
plants or similar ecosystem," as that phrase is used in public
Law 96-511, Za U.B.C. 170(h) (4) (A) (ii) , by placing voluntary
restriction■ upon the use of Robins Island and by providing for
the transfer from Grantor to Grantee of affirmative rights for
the protection of Robins Island, intending the grant of such
restrictions to qualify as a "qualified conservation
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contribution" as that berm Is defined under Section 170(h) (2) (C)
of the Coded and
IAMUl the Stats of New York has authorized the creation
of conservation easements pursuant to N.Y.B NCL 649-0301 It.M.
and Grantor and Grentes wish to avail themselves of the
t
provisions of that law, where applicable.
NOW# TRUJI 31 in consideration of the above and the mutual
covenanta, terms, conditions, and restrictions contained herein,
and pursuant to Section 170(h) of the Code and the laws of the
State of New York, in particular N.Y.S LCL, Section 49-0101 MI
&M. , Grantor hereby voluntarily grants and convoys to Grantee
and its successors and permitted assigns a conservation easement
(the "Rosemont") in perpetuity over Robins Island of the nature
and character and to the extent hereinafter set forth. Grantor
herein declares that the Property shall be held, transferred,
sold, conveyed, leased, used, and occupied subject to the
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covenant$, conditions, restrictions, and easements hereinafter
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ret forth, which covenants, oonditions, restrictions, and
FUMPAMMI/Mm WPM? 5
easements shall be deemed to run with the land in perpetuity and
to burden the Property in perpetuity.
1.0 JMxM=. It is the purpose ("Purpose") of this
Easement to ensure that the portions of the property hereinafter
F identified as Areas =X, IIA, and III will be forever retained in
a predominantly undeveloped, natural, and open or forested
conditions to protect threatened or endangered plants and
animals; and to restrict or prohibit activities that will
significantly impair or interfere with the Conservation Values of
the Property. Grantor intends that this 94sement will limit the
use of the Property to activities that are consistent with the
Purpose of this Basement.
mrs�rs o! aaa�rrss
2.0 . Subject to the
provisions of paragraph 2.1, Grantor hereby grants the following
rights to orantae, which rights shall be in addition to, and not
in limitation o!, any other rights and remedies available to
Grantees
(a) to prevent Grantor or third persons (whether or not
claiming by, through, or under Grantor) from conducting any
activity on or use of the Property that is inconsistent with the
Purpose of this Easement, and to require of Grantor or third
personae the restoration of such areas or features of the Property
that may be damaged by any inconsistent activity or use;
rw�e�r��oorevuoa� wrn.s•n
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(b) except am additionally required by natural events and
actions of or notice from Grantor that provide a right of access
under this paragraph or paragraph 9, to enter upon the Property
(but not building interiors) three times per year at reasonable
times and in a reasonable manner in order to monitor Grantor's
compliance with and otherwise enforce the terms of this Immanent,
provided that any such entry shall be upon prior reasonable
notice to Grantor, and Granter in the exercise of its monitoring
rights shall not unreasonably interfere with Grantor's use and
quiet enjoyment of the Property as restricted by this Easement
o
(c) to enforce this Easement in the case of breaches by
Grantor or by third persons (whether or not claiming by, through,
or under Grantor) by appropriate legal proceedings
(d) to obtain injunctive and other equitable relief against
any violations, including without limitation relief requiring
removal of offending structures and vegetation and other
restoration of the Property to a condition substantially similar
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to that which existed prior to any such violation (it being
agreed that Grantee will have no adequate remedy at low) ; and
(e) with the approval of Grantor, to assist and advise
Grantor in the development and implementation of ■ management
plan reasonably required for the protection of any threatened or
endangered species which may be found to inhabit Areas 11, ZIA$
and III as shown on Exhibit Z, of the Property.
■an�diis�
(a) In the event that Grantee becomes aware of a violation
of the berms of this easement, Grantee shall give written notice
II MOMMOMM 1P/3.! n
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to Grantor and request corrective action sufficient to ■bat• such
violation and restore the Property to a condition substantially
similar to that which existed prior to such violation. Failure
by Grantor within 30 days after receipt of such notice to
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j discontinue or abate such violation, to begin good faith efforts
�u to discontinue or abate such violation where completion of such
action cannot be reasonably accomplished within 30 days, or to
initiate such other corrective action as may b• reasonably
requested by Grantee shall entitle Grantee tot (i) bring an
action at law or in equity in a court of competent jurisdiction
to enforce the terms of this sasementf (ii) require the
restoration of the Property to a condition substantially similar
to that which existed prior to such violation; (iii) enjoin any
noncompliance by temporary or permanent injunctiont and (iv)
t,
recover reasonable damages arising from suoh violation or
noncompliance.
(b) If Grantee, in its sole discretion reasonably
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exercised, determines that emergency circumstances require
immediate action to prevent or mitigate significant damage to the
Conservation Values to be protected by this easement, Grantee may
pursue its remedies under this paragraph 2. 1 with concurrent
notice to Grantor and without waiting for the period for ours to
expire. Grantee shall give prior oral notice for all such
actions and shall provide Grantor with written notice of all
actions taken by it pursuant to this subparagraph 2.2(b)
immediately thereafter.
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2.3 ldrb■araea■ tigt a jai=, Any forbearance by Grant**
to exercise its rights under this Basement in the event of any
breach of any term of this Basement shall not be deemed or
construed to be a waiver by Grants* of such term or of any
a
subsequent breach of the same or any other term of this Easement
or of any of Grantee's rights under this Easement. No delay or
omission by Grant** in the exercise of any right or remedy upon
any breach shall impair such right or remedy or bre construed as a
waiver.
2.3 hats 119X24d Mlallr#■ 2gAMesi4 Nothing contained in
this Easement shall be construed to entitle Granil
tee nte* to bring any
0. action against Grantor for any injury to or change in the
Property resulting from causes beyond Grantorfs control,
Including, without limitation, acts of Godo force majeurs, acts
of government authorities (including but not limited to local
fire districts) , acts of trespassers or the unauthorized wrongful
acts of third persons, fire, flood, storm, and earth movement, or
major natural disaster, or from any prudent action taken by
Grantor under emergency conditions to prevent, abate# or mitigate
significant injury to the Property resulting from such causes.
Notwithstanding the foregoing, nothing herein shall preclude
Grantors and Grantee's rights to pursue any third party for
damages to the Property from vandalism, trespass, or any other
violation of the terms of this Easement.
2 .4 QA,/. Grantor and Grantee shall each be responsible
for their respective costs of enforcement and costs of suit,
� rwia�r�u�coMcueaoor vn•s•n
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including attorney's fees, incurred in the enforcement of this
Easement.
Fill
3.0 . The prohibited uses and reserved v tghts
3
for the Property are based on Grantees extensive evaluation of
the Conservation Values of the Property and Grantor's goals and
objectives to continue the private use and enjoyment of the
Property while ensuring that the Conservation Values of the
Property are protected in perpetuity. The principal methodology
used by Grantor and Grantee to articulate the prohibited uses and
reserved rights for the Property has been to divide the Property
into lour "Areal, as described below and more specifically
identified on Exhibit Z, with each Area subject to different
levels of protection and use.
"Area 11111 includes those areas of the Property that require
the greatest protection due to the presence of known populations
of threatened or endangered species, and that site delineated on
{ Exhibit 1, whion comprises in its current state two unique and
` important areas more particularly defined in paragraph 4 . 6(b)
} (hereinafter referred to an the "Natural Communities") ,
"Area IWO includes Northeast Pond, Duck Pond, 8reader Pond,
r: Claypit Pond, and adjacent upland habitat (all so identified on
Exhibit Z) , which do not require the protection given to Area
111, but do require increased protection due to the presence of
the Eastern Mud Turtle, a New York State threatened species.
"Area 11" includes areas of importance to Robins island'■
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ecological system that are not as sensitive as those sites
identified as "Area III" or "Area IIA". Area II, however, serves
as open space and an important buffer to the identified
threatened and endangered species and Natural Communities of Area
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IIA or Area III and, while a wide range of compatible activities
is permitted in Are■ Il, protection of this Area is necessary.
"Area I" includes those arras of the property that have been
previously improved or disturbed or where future lawfully
permitted activities or improvement■ will not be inconsistent
with the Purpose of this Easement.
] . i jjqXUjtgA 11ams There shall be no us• of the Property
involving activities inconsistent with the Purpose of this
Easement or adversely impacting the Conservation Value■ of the
Property. Exospt as provided in paragraph 6,o+ any division of
the property or title to the Property into more than one (1)
ownership, whether by subdivision, cooperative ownership,
condominium ownership, or other form of common ownership that
allows separate control and management of different areas of the
Property is heroby prohibited. This Basement prohibits division
of title to the Property to more than one owner or the de facto
division of ownership of title by use of condominium or
cooperative forms of ownership. Grantor and Grantee intend to
prevent division of management of Arsam II, ZIA, and III of the
property, but not to prevent ownership of the Property by legal
entities, including but not limited to a family limited
I partnership, trust, or limited liability company utilized for
personal and family planning by Grantor. The Property or any
IMMO u►CM/OACON N/3-1,97
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portion thereof shall not be included as part of the gross area
of any other property not subject to this Basement for the
purposes of determining density, lot coverage, or open ■pave
requirements under otherwise applicable saws, regulations, or
ordinance■ controlling land use and building density. The
development rights which have been encumbered or extinguished by
this Easement shall not be transferred to any other property
pursuant to a transferable development rights pian, cluster
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development arrangement, or otherwise.
In addition, the following activities, acts, or uses are
expressly forbidden on, over, or under the Property, except as
i
provided in paragraphs 4 and 51
3.3 may, Within the areas identified as Area x on
Exhibit 3 or at modified or relocated pursuant to paragraph
4.1(h) hereof, as the case may bet
(a) There shall be no planting of non-native species known
to have invasive characteristics likely to be inconsistent with
the Purpose of this Basement.
(b) There shall be no construction of goads with
impermeable surfaces, unless required by governmental authorities
or necessary to control runoff and erosion.
(c) orantorss activities shall be conducted in a manner
E designed to prevent runoff, erosion, or drainage that would have
an adverse impact on threatened and endangered species and the
Natural Communities in Areas 11, %1&* and 111.
(d) Ther• shall be no use of devices, mor• commonly known
as "bug sappers", that indiscriminately lure insect species for
nororr��euu►a� yr�i•s•n
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the purpose of killing them.
3.3 y►r..■ Yi. Yss. ane 3 , Within the areas identified as
Areae 11, IIA, and III on Exhibit Zt
(a) There shall be no constructing or placing of any
building, tennis or other recreational court, mobile home,
swimming pool, fence, or sign (other than those required by
Grantee for appropriate land management) , asphalt or concrete
pavement, billboard or other advertising display, antenna,
satellite dish, utility pole, tower, conduit, line, sodium vapor
light, or any other temporary or permanent structure or facility.
(b) There shall be no ditching, draining, diking, filling,
excavating, dredging, mining, drilling, removal of topsoil, sand,
gravel, rock, minerals, or other materials, and no building of
new roads or change in the topography of the land.
(a) Thaxe shall be no removal, destruction, or cutting of
trees, shrubs, or plants, or planting of non-native traea,
shrubs, or plants, use of fertilisers, or disturbance or change
in the natural habitat.
(d) There shall be no use of pesticides or biocides,
including, but not limited to insecticides, fungicides,
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rodenticides, and herbicides, and no use of devices, more
commonly known as „bug sappers", that lure insect species without
discrimination for the purpose of killing them.
(e) There shall be no storage or dumping of ashes, trash,
garbage, hazardous substance, or toxic waste, nor any plaosmefit
of underground storage tanks (except that water tanks ars
permitted in Area 11) in, on, or under Areas 11, x1A, and 111
r�o/o�r/1Aa0�t/IACON �/3s �
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F. there shall be no changing of the topography through the placing
of *oil or other substance or material such as land fill or
, . dredging spoilal there shall be no activities which will cause
erosion or siltation.
(f) Them shall be no pollution or siltation of surface
k water, natural watercourses, lakes, ponds, marshes, or any other
water bodies, and there shall be no activities which will have an
adverse impact on water purity or natural water levels and/or
s flow.
' (g) There shall be no operation of snowmobiles, dune
buggies, motorcycles, all-terrain vehicles, or any other types of
land-based motorised recreational vehicles. There shall be no
4 operation of vehicles or heavy equipment which adversely impacts
the stability of Coastal Bluffs, beaches, and dunes or causes a
breakdown of the stability of soils and slopes leading to erosion
or siltation of wetlands on the Property.
i
? (h) There shall be no placing, filling, storing, or dumping
of soil, trash, vehicle bodies or parts, rubbish, debris, junk,
t waste, or other such substances, whether or not generated on the
Property;
(i) Any other use of Areas II, IIA, and III or activity
which would permit destruction of the Conservation Values of the
` Property or of other significant conservation interests is
prohibited unless such use or activity is deemed necessary by
Grantor and Grantee for the protection at th* Conservation Values
that are the subject of this Basement, in which vase such use
activity shall be subject to notice to and approval of Grantee as
1100MsoMMUM M/3-5-4?
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7`T'{11"1•r. ,-. --- .. _ r.•Nc^Y6T.1'uan[.
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provided in paragraph 9.3(b) .
3.4 . Additionally, within the areas
identified as Areas IIA and 1111
(a) There shall be no dredging or construction of ponds.
(b) Thebe shall be no operation of vehicles or equipment
which adversely impacts the stability of beaches and dunes or
causes a breakdown of the stability of soils and slopes leading
to erosion or siltation nor shall there be any off-road
operation of machanised vehicles (such as automobiles, trucks,
tractors, and equipment) in a manner which adversely impacts
habitat supporting populations of threatened or endangered
species or the Natural Communities identified on exhibit 3.
(o) There shall be no excavation, moving, or placing of
soils or other substances or materials or any similar activities
which cause erosion of the soils, destabilisation of beaches and
dunes, or siltation of wetlands.
4.0 The prohibited uses of paragraph 3
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notwithstanding, the following uses and activities of or by
Grantor and Grantor's quests and invitees shall be permitted as
set forth below. Grantor reserves the right within Area I to
demolish, construct, repair, restore, remodel, and replace all
new and existing structures, facilities, and the utilities and
improvements necessary to support such activities. Grantee
acknowledges that Grantor's existing use of the Property, the
r reserved rights set forth in this paragraph 4, the proposed uses
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��ro�r�u�cawcuataoM M�3•s•�t
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in a plan antitled, "ROSINS ISLAND PLAN, Property of Louis Moore
bacon► Southold Town, New York, Scala: 1" • 4001 , Datoi March d,
1997+1, and consisting of Exhibit I, Maps l and 2 of 2, and
Attachment A to Exhibit I (hereinafter collectively referred to
as the "Plan") , and future uses not inconsistent with the terms
of this Basement and the Plan are not inconsistent with the
Purposs of this Easement and are not restricted hereby. Except
as limited in paragraph 4- l(e) below, Grantor reserves the right
to modify or amend the use, type, location, and number of the
structures within Area I shown on the Plan, for any lawfully
permitted purposes not inconsistent with the Purpose of the
Easement and the protection of the Conservation Values of the
Property.
4.1 ,Rials-fes . the areearty,
(a) The right to engage in all acts or uses not expressly
prohibited herein that are not inconsistent with the protection
of the Conservation values of the property and the Purpose of
this Easement.
(b) The right to all manner of access to and personal use
and enjoyment of the buildings and grounds of the property,
including without limitation the right to construct, repair,
remodel, expand, demolish, roplsas currently existing or future
lawfully permitted structures, and undertake activities
reasonably necessary to carry out the rights reserved to Grantor,
provided such actions are not inconsistent with the Purpose of
this Easement.
(o) The rl.ght to engage in outdoor recreational activities,
' ' ream»isuaoret�ucaN +s�� srr
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including, by way of example and not limitation, bicycle riding,
walking, horseback riding, shooting, hunting, trapping, fishing,
camping# beach activities, skiing, and those recreational
activities ret forth in paragraphs 4.1, 4.3, 4.3, and 4.4 below.
(d) The right to post all or a portion of the Property
against trespass, hunting, or other unauthorised use by others.
(e) The right to use the yield or otherwise use the acreage
or area of the entire Property to secure regulatory approval to
construct, without limitation, those buildings with living
quarters, quest facilities, barns, stables, sgmipment facilities,
and other structures outlined in Grantor's Plan, in furtherance
of the other permitted activities within Area t, and in
connection with the rights reserved in paragraph b below.
Notwithstanding the foregoing, the number of buildings containing
complete housekeeping facilities for residential purposes Mall
f: not increase over that number provided in Grantor's Plan and
reserved in paragraph S, below.
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(f) The right to subdivide the Property (but not to convey
a divided portion thereof into separate ownership) if required by
state, county, municipal, or other regulatory bodies in order to
carry out the rights reserved herein, as described in Grantor's
Plan, and as reserved in paragraph s, below.
(g) The right to sell, gift, mortgage, license, lease, or
otherwise convey the entire Property, but, except as otherwise
specified herein, not any divided portion thereof. Any such
sale# gilt, mortgage, license, lease, or other conveyance shah,
be subject to this Easement in all respect#, with written notice
} PKMJPIUCCW/U= WP/3*5.91
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thereof provided to Grantee in accordance with the provisions of
paragraph it below. Grantor may lease separate portions of the
Property for terms not to exceed 945 days. No lease of a
separate part of the Property shall result in the responsibility
for the management of Areas 12, IIAp and 3Yi and compliance with
this Basement with respect to such areas being held by more than
one party.
(h) in addition to the right provided to Grantor under
paragraph 3 hereof and subject to the notice and approval
provisions of paragraph 4.2, the right to revise the boundary
liner and location of Area Z or any separate portion thereof, so
long as Area is as revised, doss not exceed a total of 40 acres
and its boundaries do not include any portion of the Property
identified on the effective date of this Easelient as being within
r
Areas Ilk or Me
4.2 on Kddieaaaar vd miahaa !4
(a) The right to maintain and use unpaved roads and trails
with natural materials, including but not limited to compacted
sand, gravel, loam, shells, or crushed stone, unless otherwise
required by governsental authorities.
(b) The right to establish, maintain, and use new hares and
foot trails using permeable materials, including but not limited
to sand, gravel, shell, or crushed stone, and to construct raised
loot bridges on and over wetlands.
(a) The right to relocate and establish new roads using
natural materials, including but not limited to compacted sand,
gravel, loam, shells, or crushed stone, unless otherwise required
e�aro�►�wtoma�e►oow �rn•�•tr
18
by governmental authorities, as shown on Grantor's Plan, or, with
notice to Grantee pursuant to paragraph 9, 3(a) , in such other
areas where such relocation will not adversely impact populations
of threatened or endangered species, the health of the Natural
Communities identified on Exhibit Z, or the Conservation Values
of the property.
(d) The right to hunt, fish, shoot targets and clays, and
trap, and the right to lease hunting and fishing rights,
. (a) The right to create, restore, and/or maintain fields,
coverts, grasslands, pasture, or meadows for commercial and/or
eon-commercial agricultural or wildlife management pu.poses,
(f) The right to out, harvest, plant, cultivate, and
otherwise manage tiaber.
(g) The aright to construct and place temporary and/or
accessory structures reasonably necessary to carry out the
w. activities permitted in this paragraph 4 . 2.
1
. (h) After notice to Grantee pursuant to paragraph 9.9(a) ,
the right to undertake controlled burning for the management of
forests, grasslands, and wildlife habitat,
(i) As reasonably necessary in connection with permitted
uses, management, and protection of the Property, the right to
bring on the property and operate aircraft, automobile@, light
trucks, off-road vehicles, farm equipment, forestry equipment
(including forest product processing equipment) , construction
equipment, fire fighting equipment, emergency and rescue
vehicles, maintenance equipment, materials, supplies, and other
motorised vehicles and equipment.
noto�rte�u�caK �+rtss ��
l9
(�) After notice to Grantee pursuant to paragraph 9,3 (a) ,
the right to repair, restore, replace, regrads, and plant in
order to maintain the stability and integrity of the dunes,
beaches, banks, Coastal Bluffs (as hereinafter defined) and
banks eroded, damaged, destroyed, or diminished by storms, ground
water erosion, coastal erosion, or other forces. In addition,
atter notice as aforesaid, the right to place clustered groups of
boulders and other natural materials (such as fallen tress) on
the beach to deflect or absorb storm and wave forces in areas
threatened or damaged by storm erosion. All such activity shall
be undertaken in a manner designed to prevent an adverse impact
on the stability of the adjacent Coastal Bluffs, dunes, banks,
and beaches. Without notice to and the approval of Grantee
pursuant to paragraph 9.3(b) , such activity shall not include the
' use of manmade, artificial structures such as dikes, groins, and
seawalls on the beach at or below the mean high water line.
fi Plantings pursuant to this provision shall utilise species
naturally occurring on Robins Island.
(k) After notice to Grantee pursuant to paragraph 9.3 (a) ,
the right to use selective application of herbicides in order to
h remove or control plant species with invasive characteristics.
(1) The right to process, compost, burn, or store natural
waste deriving from activities and uses permitted on the Property
by thio Easement. Notice shall be provided to Grantee pursuant
to paragraph 9.3(a) hereof for the composting or storage of more
than 9,300 cubic yards of such materials in any one place other
than shown on the Proposed Plan and such activity shall not be
��ororr1a�o�sum►tow rnrs ��
20
1 1
undertaken at a location within one hundred (100) feat of a
wetland or Coastal Bluffs.
(m) After notice to Grantee pursuant to paragraph 9.3(a) ,
the right to store or extract sand, gravel and other soils on one
site in Area it tat any one time) not to exceed two (3) acres in
area, for landscaping, constructing and maintaining trails and
` unpaved roads, and for any other activities permitted an the
Property by this Basement► The right to permanently relocate
clean sand, grovel, and topsoil deriving from permitted
activities to North Field and south Field.
(n) The right to bring underground (unless otherwise
required by law) utilities for the benefit of activities
permitted under this Basement alongside or under existing or
future roads on the property, as shown on Grantor's Plan, or
otherwise directly to an improvement or use permitted under this
=asement. Notice of a location other than those shown an
Grantor's Plan or adjacent to or under roads shall be provided to
Grantee pursuant to paragraph 919(a) .
(o) The right to drill wells, establish water storage
facilities, and to lay underground pipes to carry water for the
benefit of activities permitted on the Property. Notice of
locations other than those shown on Grantor's Plan or adjacent or
under roads shall be provided to Grantee pursuant to paragraph
(p) after notice to Grantee pursuant to paragraph 9.3 (a) ,
the right to construct and maintain up to eight (8) windmills
(excluding inoperable windmills existing on the effective dote of
Is01pU/IA�MC�/1A00N 11'/�•'�•�T
21
k
this Easement) , inclusive of those allowed under paragraph 4.3
hereof, for the purpose of distributing water or generating
power. Such windmills shall not be located within 300 feet of a
Coastal bluff Qr fifty (50) feet of a wetland without notice to
FY Grantee pursuant to paragraph 9.9 (b) hereof.
k.
t
(q) The right to create, rectors, and manage fresh water
ponds or wetland habitats for aesthetic enjoyment, fire
protection, and wildlife habitat where shown an orantor+s Plan
or, after notice to Grantee pursuant to paragraph 9. 3 (a) , in
other areaso All materials excavated for the creation of ponds
or new wetlands shall be temporarily stared and permanently
disposed of in a manner designed to prevent erosion or siltation.
Materials contaminated by phragmites shall be buried or disposed
of in a manner that will discourage propagation of phragmites.
i•
' (r) The right to seasonally augment the supply of water in
wetlands on the Property. Without notice to and the approval of
Orontes pursuant to paragraph 9.3 (b) , such activity shall not
occur between .dune 15 and September 15. This Basement dors not
restrict augmentation of water supply to now water bodies
constructed by Grantor pursuant to this tasement.
(s) After notion to Grantee pursuant to paragraph 4.3�a) ,
the right to establish and maintain two (Z) graded fields for
t�
recreational use, including without limitation sports activities,
trap, skeet, and target shooting, together with the facilities
(including utilities) necessary to support such activities.
Grantor will locate at least one of the proposed recreational
r
fields outside of the Forest Management Zone identified on
,x
FW00AAMCIAM WPM? 22
Mf.
F'
. l
Y
zhchibit Z. The sites utilised for the sports recreational fields
shall not exceed a total of sight (9) acres, more or loss,
without notice to and approval of Grantee pursuant to paragraph
9.3 (b) hereof.
(t) Alter notice to Grantee pursuant to paragraph 9.3(a) ,
the right to construct one (1) helipad. There shall be no
impermeable surface or permanent structures not required by law
or regulation or necessary for the sale operation of helicopters
therefrom. Granter acknowledges that helicopters provide general
, and emergency access to and from the Property and that any such
helipad must be equipped for night operations.
(u) The right to remove invasive species and phragmites
from shoreline and wetland areas.
(v) The right to clean, rake, groom, and replenish sand and
maintain those areas of the beach identified on Exhibit x as
Deach Access and Groom Zones for sunbathing, recreation, and
swimming,
4.3 Q,p,AnIgr e s aeditiomalXeseryFA jihta
(a) The rights set forth in paragraphs 4.2(a) , (d) , (h) ,
(i) , (j) , (k) , (p) , (r) , (u) , and (v) are reserved to Grantor for
f
Area IIA, subject to the requirements and limitations set forth
therein. The activities set forth in paragraphs 4 .3(h) , (k) , (p)
as to location only, and (u) shall be subject to notice to and
the approval of Grantee pursuant to paragraph 9.1(b) .
(b) The right to maintain and use loot trails and raised
foot bridge■ on and over wetlands and unpaved roads and trails
- with permeable materials, including but not limited to sand,
PUAJP/UCWU/IA M W/3-Sen
23
gravel, shell, or crushed stoned provided, however, all
maintenance activities shall be planned so as to minimise any
adverse impact on threatened or endangered species or Natural
Communities.
(c) After notice to Grantee pursuant to paragraph 9.3(a) ,
the right to establish, maintain, and use new horse and fact
k trails using permeable materials, including but not limited to
sand, gravel, shell, or crushed stone, and to construct raised
foot bridges on and over wetlands.
(d) After notice to and the approval of Grantee pursuant to
paragraph 9.3(b) for locations other than those shown on
Grantorfs Plan, the right to relocate and establish new roads
using natural materials, including but not limited to compacted
sand, gravel, loam, shells, or crushed stone.
(e) The right for aesthetic and wildlife management
purposes to create, restore, and maintain coverts, grasslands,
meadows, mown paths, partially cleared areas, and sight lines,
and to plant native shrubs, bushes, grasses, and other
i
vegetation.
(f) The right to out, thin, or plant native trees, shrubs,
and vegetation for forest management or regeneration or habitat
management.
(g) Atter notice to Grantee pursuant to paragraph 9.3(a) ,
the right to construct and place temporary roosting and nesting
shelters for game birds, waterfowl and other wildlife, duck
blinds, shooting pits, benches, observation blinds, interpretive
and directional signal temporary tents, fences, wildllls
r�0/o�r�wcOwCljucow YN3 !►y7
f .
24
barriers, and portable sheds to carry out or accomplish the
activities permitted in paragraphs 4, 1 and 4. 3. Such structures
shall be installed and ionated so as to prevent any adverse
impact on threatened or endangered species.
(h) The right to lay underground lines or pipes for water,
electricity, and other utilities for the benefit of activities
permitted on the Property under this Easement, provided, however,
' Grantor Mall locate all such services under or along existing
}
roadways, as shown on Grantor's Plan, or, after notice to and the
approval of Grantee pursuant to paragraph 9.3 (b) , in any other
location.
r (i) After notice to and the approval of Grantee pursuant to
paragraph 9.3(b) , the right to restore and maps lrsshwatsr
wetlands, subject to the standards sot for this activity in
paragraph 4.2(q) .
(1) Grantor shall provids notice to Grantee pursuant to
c
paragraph 9 0(s) of the Easement before any off-road use of heavy
equipment whish will involve disturbance of the soils or habitat
within Area 11h.
4.4 SifrJgX I■ iddiliMI JelMad lights.:or Aran zZl e
(a) The rights set forth in paragraphs 4.3 (a) , (d) , (h) ,
(k) , (u) , and (v) , and the rights set forth in
paragraphs 4.3 (b) , (a) , (g) , (h) , and (J) are reserved to Grantor
for Area 211, subject to the requirements and limitations set
forth therein. The activities set forth in paragraphs 4.2(h) ,
` (k) , and (u) and 4.3(0) and (a) , shall be subject to notice to
and the approval of Grantee pursuant to paragraph 9.3(b) ,
rwrorrt�ce��ao� vr�� s ��
25
(b) Altar notice to and the approval of Grantee pursuant to
paragraph 9.3 (b) for locations other than those shown on
Grantor's Plan, the right to replace and relocate roads using
' natural materials, including but not limited to compacted sand,
gravel, loam, shells, or crushed stone.
(o) The right, for aesthetic and wildlife management
purposes, to restore and maintain coverts, grasslands, meadows,
partially cleared or wooded areas, or mown paths.
445 AWjka•d sraatLa•e aid ■l.ansasd■ Cdr j� tib liab
m•r.ititi•a_'atiirriei••, Grantor and Grantee agree to cooperate and
work together in good faith to realise the multiple goals of
preserving landowner uses and values, as expressed in the
' Preamble and paragraphs 4.0 through 4 .4, while protecting the
Purpose of this Basement. The following provisions shall be
interpreted and utilimed to provide a framework for the current
and future land use practices permitted herein.
(a) The right reserved under paragraph 4.2 (s) hereof to
create, restore, and/or maintain fields, grasslands, pasture, or
meadows for commercial and/or non-commercial agricultural or
wildlife purposes in Area 11 shall include, by way of example and
not limitation, the right to: (i) create pasture, fields, or
grasslands from wooded or overgrown areas, provided that
clearings for agricultural activity involving annual or periodic
tilling of the soil, shall not be allowed within loo feet of
wetlands or Coastal Bluffs (as hereinafter defined) ) (ii) clear
forest trees and other growth for the purposes set forth in (i)
abovel (iii) plow, harrow, or otherwise prepare land for
i�e�o�►�a«oarc��u►co� M�s•s•n
26
4 `
h
s
agricultural, pasture, or open meadow uses; (iv) plant, seed,
and re-seed agricultural crops and grasses (including, by way of
example, grains, orchards, grapevines, and native nursery stook,
but not crops with known invasive characteristics likely to be
inconsistent with the Purpose of this Easement) r (v) rotate
crops; (vi) trim and out brush and trees in order to Maintain
clear borders around or paths within such areas; (vii) construct
fence& in and around such creast (viii) temporarily store manure
on a seasonal basis, but not within 100 feet of any wetland; (ix)
create, restore, and/or maintain views from permitted ■tructuresr
and (x) apply herbicides, pesticides, fungicides, and chemical
fertilisers for agricultural purposes. The cultivation of row
crops shall be located in areas of soils suitable for such
purposes. An adequate buffer of high grasses, shrubs, or tress
shall be maintained between the permitted activity and adjacent
wetlands on the property in order to ensure the preservation of
the duality thereof and to protect the Conservation Values of the
Property. Grantee shall receive notice pursuant to paragraph
9.3 (a) hereof prior to Grantor undertaking the activities met
forth in (i) , for areas larger than five acres, and (x) .
Applications of herbicides, pesticides, fungicides, and
fertilizers under paragraph 4,2 (e) shall be undertaken in
accordance with law and in light of the actual needs of the crops
, F or cover being grown at any time and the slope, filtration, and
run-off characteristics of the site.
(b) The right reserved under paragraph 4.2(f) hereof to
out, harvest, plants cultivate, and otherwise manage timber in
` I�WOlN#ACOMCl/�A�OM 1Di3 � 9�
27
r'
Area 11 shall include, by way of example, the right to: (i) out
and remove diseased or dead trees, shrubs, or plants, creat• and
maintain firebreaks, and out firewoodi (ii) create and/or
maintain cleared meadows and brushy areas of up to live (S) acres
in grasses or an early successional ■tater (iii) selectively out
tree• and shrubs over a defined area or areas for intermediate
harvests of timber stands or to thin, but not clear, the forest
canopy for the improvement of the forest under ■tory, for
wildlife habitat, or for other permitted purposes1 (iv) harvest
timber commercially or for forest or wildlife management by
creation of clear auto irregularly shaped areas of reasonable
mise (each not to exceed five (8) acres without the provision of
a 100-foot forest buffer between cleared &roast unless otherwise
approved by arantes) 1 (v) aid the natural regeneration of forest
growth and understoryr and (vi) plant native forest trees,
shrubs, bushes, and plants that do not have invasive
characteristics. The foregoing practices necessitate the right
to construct, use, and maintain temporary logging roads as
necessary for such operations. Th• activities set forth in (ii) o
(iii) , and (iv) shall be carried out in accordance with a written
forest and/or wildlife management plan delivered to Grantee
pursuant to paragraph 9.3(a) hereof. without notice to and the
approval of at-antes pursuant to paragraph 9.3 (b) hereof, the
activities met forth in (ii) and (iv) above shall not occur
within 100 feet of the top of Coastal bluffs or a wetland on the
Property.
About 708 of the area designated as the forest Management
` noto�r�uow��aao� w�t•t•tt
28
Zone on Exhibit 2 hereto shall be maintained in a canopied state
of different forest stages for as long as such a state has
importance to the Conservation Values of the Property and Purpose
hereof, and the protection of Robins Yeland?s aquifer. Any
variation from this standard (other than ■ de minimis and
temporary variation) shall not be permitted without notice to and
the approval of Grantee pursuant to paragraph 9.3(b) .
(c) The rights reserved under paragraphm 4.3 (e) and (f)
hereof to create, restore, and/or maintain coverts, grasslands,
meadows, woodlands, or partially cleared areas for aesthetic and
wildlife management purposes in Area 11A shall be interpreted tie
include the right toi (i) create grasslands, meadows, or
partially cleared areasi (ii) out and remove reasonable numbers
of trees and create and maintain firebreaks; (iii) thin the
forest canopy for the improvement of the forest or wildlife
habitatt (iv) plant native treae, grasses, bushes, and shrubs=
(v) trim and out grasses, shrubs, and brush in order to maintain
such areasl and (vi) construct fences in and around such areas
and create temporary cover for wildlife and game birds. In the
exercise of its rights under (i) - (iv) above, Grantor agrees to
retain reasonable numbers of mature trees, den tree, snags, and
rn
. fallen debris for the benefit of forest reproduction and wildlife
diversity. Grantor also agrees to protect unique stands, groves,
thickets, or examples of unique native vegetation. The
activities outlined in (i) , (iv) , and (vi) above shall occur
after notice and approval of a written management plan pursuant
to paragraph 9.3(b) hereof.
i�a�on�ucnMcur� w�s•sn
29
` r
(d) The right reserved under paragraphs 4.4(a) and 4.4(a)
hereof to maintain grasslands, meadows, and partially cleared
areas for aesthetic and wildlife management purposes in Area III
shall generally be interpreted to mean the right tot (i)
maintain grasslands or partially cleared areas and to manage such
areas for wildlife or shooting cover= (ii) out individual trees
and shrubs for such purposed (iii) except on the dunes and beach
between the west side of Robins pond and Great Peconic Bay, plant
species of grasses, bushes, and shrubs that naturally exist on
Robins Zslandl (iv) construct fence lines or create temporary
At
cover in and around such ■roam. Wherever reasonably possible,
such activities should be undertaken with hand-held equipment.
No planting is permitted on the dunes and beaches between Robins
Pond and Great Peconic Bay. The activity listed in (iii) above
shall be proposed and approved by provision of a written
management plan to Grantee pursuant to paragraph 9.3 (b) hereof.
(e) The right reserved under paragraph 4.3 (g) hereof to
construct temporary and/or accessory structures includes, by way
of illustration and not limitation, construction and placement
oft (i) temporary roosting, watering, feeding, rearing, and
nesting sheltera for game birds, waterfowl, and wildlifet (ii)
temporary dog kennels, exclosures, duck blinds, fences, benches,
nature observation blinds, interpretive and directional signs,
�.
tents and tent platforms, or portable shedat (iii) paddocks,
pole sheds, and barns used for agricultural, hunting, and
shooting purposes (iv) minor recreational structures for such l
purposes as sporting clays and uncovered outdoor facilities.
no/o�r�l��cu�l►COM tir/3•f•H
30
R
r
Accessory structures shall be constructed, wherever reasonably
practicable, of inert materials or natural wood* which shall not
contain preservatives in an amount to cause the wood to be
classified as a hazardous material by governmental authority.
Without notice to and the approval of Grantee pursuant to
paragraph 9. 3 (b) hereof, no such structure may contain any
facilities requiring a septic or other underground waste disposal
system and any structure identified in (iii) or (iv) above may
not be placed within 100 fest or Area IIA wetlands or Coastal
i-
Bluffs. Structures constructed under the provisions of paragraph
4.2 (g) (except tennis courts) , shall not exceed 10000 square feet
of impermeable ground coverage and the total area coverage of all
structures constructed under the provisions of paragraph 4.3(g)
shall not exceed 10,000 square feet. Grantee shall be given
notice of the construction and location of the accessory
structures permitted in (iii) and iv above pursuant to
4 paragraph 9, 3(a) hereof. Lighting shall only be used for
security and safety, not for recreational purposes.
f •
( ) Th right reserved under paragraph 4,2(m) hereof to
store or extract sand, gravel, and other soils shall not be
undertaken within three hundred (300) feet of any watland or
Coastal Bluffs The right to permanently relocate clean sand,
gravel, and topsoil onto North and South fields shall be
undertaken within the boundaries of such •ices as they currently
exist, but shall not be undertaken within Loo feet of any wetland
or 300 feet of any beach, bank, or Coastal Bluff. Neither
activity permitted by paragraph 4.2(m) shall have an adverse
1w/od�/�AOONCI/IACON Iv/i !•Mt
31
impact upon the quality of the Property's aquifer or wetlands
through seepage, erosion, or siltation. Upon termination of any
such use, Grantor shall cover the disturbed area with clean
uncontaminated subsoil and topsoil, undertake actions necessary
to stabilise the area and encourage the growth of permitted crops
or native ground cover, and for any site used to extract
materials, restore the disturbed area to the range of
topographical formations of the surrounding area.
4.6
6
ta) "Coastal Bluffs" mean the high bluffs on the eastern and
western shores of Robins Island which have laces comprised of
steep sand and clay.
M "Natural Communities" in the context of this Basement
mean those sites lying within the boundary identified as "Natural
Communities" on txhibit 1, which consist of a naturally
r=
functioning, dynamic coastal salt pond and an associated high and
row salt marsh.
(c) "Native" plants, trees, shrubs, or plants means plants,
trees, or shrubs indigenous to the coastal, mid-Atlantic region.
(d) unless specified otherwise, for the purposes of this
Basement the term "wetland" or "pond" shall be doomed to mean one
or more of the following New York Department of environmental
Conservation delineated fresh water wetland areaai 8H 54, 8H 43,
SH-52, and SH-5 and the tidal watland boundary of Robins Pond.
Such terms shall not include new, manmade panda or wetlands.
(o) The terms "threatened" and "endangered" when used in
reference to plants, animals, or species shall be deemed to mean
Il0APIM MUMACOM W/7-5-4r
j
33
those species identified under federal or stats law, including
the State of New York Natural Heritage Program or any successor
list compiled under duly authorized stats or federal programs, as
endangered, threatened, of special concern, or other category
requiring legal protection under such laws.
�.0 Notwithstanding any other
provisions heroin to the contrary, Grantor reserves the right to
i
construct within Area Ii no more than Z additional Dwelling Units
(as hereinafter defined) and Accessory Buildings tam hereinafter
defined) with respect to each such Dwelling Unit, and to provide
access and utilities thereto. Additional Dwelling units or their
Accessory Buildings may not be constructed before January 1,
Zoll. All improvements for such a Dwelling Unit and its
Accessory Buildings, exclusive of access drives and utilities,
shall be located within a contiguous envelope not to exceed five
(5) acres and the total area of which, as may be required by
governmental regulation, shall otherwise conform with such
governmental regulations then in effect, unless otherwise varied
or waived or unless other legal relief is obtained. The location
of the site for each such additional Dwelling Unit shall be
subject to the approval of Grantee pursuant to paragraph 9.2.
Upon the occurrence of the approval of such an additional
Dwelling Unit site and after January It 20111 the contiguous
building envelope so designated and approved shall be governed
under the terms and conditions of this Besement as if such sites
were designated as located within Area Y. Improvements
��oro�r�u�oMu�ra� wr►isn
33
constructed under the provisions of this paragraph 5.0 shall be
■ccomplinhed in a manner not inconsistent with the Purpose of
this Easement.
5.1• U. The following definitions apply for
purpose■ of this paragraph 5.
(a) "Dwelling Unit" means a structure or salt-contained
portion thereof designed as a single-family dwelling (including
an associated well and septic system) with, at a minimum,
permanently installed kitchen and sanitary facilities. A
Dwelling Unit may include household quest and employee quarters
and a home occupation or professional offices for the occupant as
allowed by law and may have Accessory buildings a■ hereinafter
defined.
(b) "Accessory Buildings" means other buildings,
structures, and improvements customarily incidental and
subordinate to the principal building. Accessory Buildings may
include or contain, by way of illustration and not limitation,
separate quest and employee quarters, swimming pools, tenni■
courts, solar panels, flagpoles, gasabos, bird observation
stands, barns, stable&, and other buildings and facilities for
forestry and agriculture activities for the personal use of
Grantor and others on the Property, improvements for fresh water
supP1Y, utilities, satellite dishes, septic waste disposal
facilities, outbuildings, and garages, all as allowed by law.
5*2 Dwelling 2LUAO Grantor reserves the right
to provide private roads and rights-of-way to the permitted
t R�oro�'�wca�cuu� +�n•s•n
34
w
k 1
Dwelling units and Accessary Buildings on the Property.
Improvements constructed under the provisions of this paragraph
5.2 shall be accomplished in a manner not inconsistent with the
Purpose of this Basement, and in no event shall such improvements
be greater than those imposed by governmental requirements.
7•
8.0 Lnanitl_lubdiyisiee gUg. Notwithstanding any other
provision herein to the contrary, Grantor reserves the right to
it subdivide and convey all or any portion of the Property (on which
no Dwelling units or Accessary Buildings may be built) to any ,
organisation that at the time of such conveyance would quality as
an eligible assignee of this Basement under the provisions of
paragraph 10. 1. Any conveyance of any portion of the Property
under the provisions of this paragraph 5 shall be subject to this
Easement in all respects,
{
7 .0 gyp. No right of public access to any portion of
the Property is conveyed or created by this Sasement.
P,
�y
0.0 Grantor retains all
responsibilities and shall bear all costs and liabilities of any
kind related to the ownership, operation, upkeep, and maintenance
of the Property, including the maintenance ofeneral liability
Y
insurance coverage and the timely payment of any taxes,
assessments, tees, and charges (hereinafter collectively referred
to as "taxes") assessed on Grantor's interest in the Property.
Nothing contained heroin shall require payment of such taxes when
��ero�rlµtoNci/IAC4M ar/3•!•tt
13
4
payment is contested by Grantor in good faith in accordance with
law.
6. 1 Grantor shall hold harmless,
indemnity, and defend Grants* and Grantee's members, directors,
officers, employees, agents, and contractor■ and the heirs,
personal representatives, successors, and assigns of each of thea
from and against all liabilities, penalties, costs, losses,
damages, expenses, causes of action, claims, demands, or
judgments, including, without limitation, reasonable attorneys'
fees, arising from or in any way connected with the presence or
release of any hazardous material or substance of any kind on the
Property. This paragraph 8.1 shall not apply in the case of any
hazardous material or substance in any manner placed on the
i
Property by Grantee or Grantee's representatives or agents or in
connection with unauthorized acts of third parties.
f
4.2 . Grantor shall hold harmless,
indemnity, and defend Grants* from any and all liabilities,
t injuries, losses, damages, judgments, costs, expenses of every
kind, and fees, including reasonable attorney'• toes actually
incurred, Grantee may suffer or incur as a result of or arising
out of the negligent act or omission of Grantor, Grantor'■
employees, agents, quests, and invitess on the Property. Grants*
agrees to hold harmless, indemnify, and defend Grantor from any
and all liabilities, injuries, bosses, damages, judgments, oasts,
expenses of every kind, and tees, including reasonable attornsy's
fees actually incurred, Grantor may suffer or incur as a result
of or arising out of the negligent act or omission of Grantee,
- I10/01►/IJICONCl/�11Q011 M1�•!•1i
36
Grantees employees, agents, guests, and invitees on the
Property.
' 9.0 •
9. 1 SX2A". Failure to secure such approval or give such
notice as may be required by this paragraph 9 shall be a material
breach of this easement notwithstanding any other provision of
this Basement and shall entitle Grantee to such rights or
remedies as may be available under paragraph I.
9.2 A811"Oni kLiMINS of. Sites tax Aid"
vid" and " • In the event
Grantor desires to relocate an Area I site or boundary within
Area It or construct one or both of the two additional Dwelling
Units permitted within Area II, the location(s) of such
alternative Area I boundaries or additional Dwelling Unit site(s)
shall be subject to the prior approval of Grantee. Grantor shall
request such approval in writing and shall include therewith such
information identifying the proposed site and any and all
limitations placed on the site in order to ensure that the use of
such location does not have an adverse affect upon the
conservation Valuer of the Property. Grantee's approval of such
alternative Area I boundaries or additional Dwelling Unit site
location(*) shall not be unreasonably withheld and shall take
into account the extent to which such sotivity would have an
adverse impact on the Purpose of the Easement and the extent to
which the activity would have an adverse impact on water quality
��oro���eti�ctia� yr�s•t"rr
37
k:
1 1
and the health of wetlands on the Property. Grantor and Grantee
shall cooperate and act in good faith to arrive at agreement in
connection with the determinations necessary under this paragraph
9.2. Notwithstanding the foregoing, Grantee's approval of
t alternative Area 1 boundaries and locations or additional
Dwelling Unit site location(*) shall be withheld if the use of
the site for the proposed activity would have an adverse impact
on threatened or endangered species or Natural Communities,
5
Grantee agrees not to oppose or support opposition to any site
location for a future Dwelling unit approved by it pursuant to
this paragraph 9.2. Upon the occurrence of the approval of any
revised Area I boundaries, any portion of the Property formerly
included in Area I, but then no longer included in Area Is (i)
shall be governed under the terms of this Easement as if located
in Area 11; and (ii) all improvements not permitted in Area 11
shall be removed and much area shall be covered with clean,
uncontaminated soils, as appropriate, and restored with native
vegetation or planted with permitted crops.
9.3 Hatids and ftaran&,
(a) when notice to Grants* is required by the terms of this
Easement or prior to bringing heavy equipment into off-road
portions of Area i1A or III for permitted activities which will
disturb the soil, Grantor shall provide Grantee with at least
fifteen (ld) days, written notice of the scope and timing of the
proposed activity and the method and manner with which such
activity will be accomplished, including a written description of
actions to be taken by Grantor for the protection of the
e o/o�r/W►coNe�llAooM W/3-3.97
96
Conservation Values of the Property, within such period, Grants•
may comment on the proposed activities, request changes or
actions in the timing, method, and manner of the proposed
activities, and suggest actions reasonably necessary to prevent
an adverse impact on threatened or endangered species on the
Property, the Natural Communities, the value of Area Ii as a
butter for Areas IIA and III* and the Conservation Values of the
Property. Notwithstanding the foregoing sentence, Grantor may,
in Grantor's ■ole discretion, proceed with any activity that is
not inconsistent with the Purpose of this Basement after the
notice period has expired,
(b) When notice to and the approval of grantee is required
by the terms of this Easement, Grantor shall provide Grantee with
at least thirty (34) days+ written notice of the scope and timing
of the proposed activity and the method and manner with which
such activity will be accomplished sufficient for Grantee to
determine its conformity with the provisions of this Easement and
the potential impact on the Purpose of this Easement. Within
f
such period, Grantee may comment upon the proposed activities,
require amendment■ or other actions reasonably necessary to
protect threatened or endangered species, the Natural
Communities, the value of Area x= a■ a buffer for Areas ITA and
III, or the Purpose of the basement, and shall provide its
written approval or disapproval of such activity, such approval
■hall be granted or denied at the sole discretion of Grantee,
s
r�oro�►n�te�etoow wis•�•tr
39
1
exercised in accordance with the foregoing standards, and may not
be unreasonably withheld.
r
9.4 �n�r vai by aranteso When Grants* receives a request
for its approval pursuant to paragraph 9.2 or 9.2(b) , Grantee
shall respond, in writing, within the applicable time period of
such paragraph beginning on the date of receipt of Grantor's
written request thereforl provided, however, in the event Grantee
notifies grantor in writing that additional relevant information
is required in order for it to make an informed decision about
the impact of the proposed activity, the time period for
Grantee's response shall be extended by an additional fifteen
M (15) days. Grantee shall evaluate Grantor's notices and requests
in accordance with good faith exercise of professional judgment.
Zn the event Grantee withholds approval pursuant to paragraph
4.3 (b) , it shall notify Grantor in writing with reasonable
specificity of its reasons for withholding approval and the
conditions, if any are known to Grantee, on which approval might
otherwise be given. Failure of Grantee to rempone in writing
within such time period shall be deemed to constitute written
approval by Grantee of any request submitted for approval that is
not contrary to the express restrictions hereof.
4
9.5 atgnary_ognment. Grantee's consent for
activities otherwise restricted or prohibited may be given if
Grantee determines, in Grantee's sole discretion, that such
activities (a) are not inconsistent with the Purpose of this
Basement and (b) either enhance or do not impair any of the
Conservation Values of the Property. Grantee and Grantor have no
40
right or power to agree to any activities that would result in
the termination of this Basement.
s.s Upon request by Grantor, Grantee shall
within thirty (30) days execute and deliver to Grantor at
Grantorrs request a written document, including an estoppel
certificate or compliance certificate, to certify to the best of
grantee's knowladge Grantor's compliance with any obligation of
Grantor contained in this Basement or otherwise to evidence the
status of this Basement to the extent of Grantee's knowledge
thereof.
j
Bas=anu�rr ■Y a�rrss, +stir
10.0 UWASISIOIRS an MALIMAM km
10. 1 Zn aeneraf* The benefit■ of this Basement shall be in
gross and shall not be assignable by Grantee, unless (i) if a■ a
condition of any assignment, Grantee requires that the Purpose of
this Basement continues to be carried out in perpetuity, and (ii)
if the assignee, at the time of assignment, qualities under
Section 170(h) of the Code and the laws of the stats of New York
as an eligible donee to receive this Easement directly. Any
h disposition, transfer (by operation of law or otherwise) , or
assignment of this Easement shall be subject to the prior written
approval of Louis Moore Bacon, if he is then living and not under
legal disability and is the owner of the Property or any
equitable or beneficial interest in any entity which then is the
owner of the Property, or if he is not, then the prior written
approval of his successors in interest to the Property. Any such
16WOMMIlum WF13449?
41
{
approval shall not be unreasonably withhold, taking into
3
consideration the economic viability of the proposed successor
Grantee and the compatibility of its stated corporate and
charitable purposes with the protection or tha Conservation
Values of the Property. Any attempted assignment by Grantee of
the benefits of this Basement contrary to the terms hereof shall
be invalid, void, and of no effect.
10.E eush max=. Grantor and Grantee
herein agree that should The Nature Conservancy come to own all
or a portion of the fee interest in the Property, (i) The Nature
Conservancy as successor in title to Grantor shall observe and be
bound by the charitable conservation purpose imposed upon the
Property by this Basement, as provided in paragraph 14.7, and
i
(ii) this Basement shall not be extinguished, in whole or in
part, through the doctrine of merger in view of the public
interest in its enforcement. Any instrument of assignment of
this Casement or the rights conveyed herein shall refer to the
provisions of this paragraph 10.2, and shall contain language
k' necessary to continue it in force,
11.0 ansIgi• by agaeter. Grantor agrees to incorporate
the teras of this Basement by reference in any dead or other
legal instrument by which Grantor transfers any interest in all
or a portion of the Property, including, without limitation, a
leasehold interest. Grantor further agrees to give written
notice to Grantee of the proposed transfer of any such interest
at least twenty (20) days prior to the date of such transfer.
r�o�ana�cu�+►ooM Mi�•s•�r
42
The failure of Grantor to perform any act required by this
paragraph shall not impair the validity of this basement or limit
its enforceability in any way.
12.0 If circumstances arise
under which an amendment to or modification of this Basement
would be appropriate, Grantor and Grantee may, by mutual written
agreement, jointly amend this Basementl provided that no
amendment shall be made that will adversely affact the
qualification of this Basement or the status of Grantee under any
applicable lams, including 9e0tions 170(h) and 501(a) (1) of the ,
Coda and N.Y.a ZCL, Section 49-0301 at. qQ. Any such amendment
Mall be consistent with the Purpose of this Easement, shall not
affect its perpetual duration, shall not permit additional
buildings containing complete housekeeping facilities on the
Pra ert over that number shown on the Plan 6 structures and
� p Y i )
those structures additionally permitted by this Basement in
paragraph S hereof, and shall not permit any impairment of the
Conservation values of the Property. Any much amendment shall be
executed by Grantee and Grantor and shall be filed in the Office
of the Suffolk County Clerk, New York. Nothing in this paragraph
shall require Grantor or Grantee to agree to any amendment or to
consult or negotiate regarding any amendment, Notwithstanding
the preceding sentence, if the Conservation values of the
i
Property are destroyed or substantially destroyed or impaired as
a result of a disaster or act of God, Grantor and Grantee agree
r�o�o�r�a�cuaAcoN �is•s•tr
IZ
i --
f
to cooperate and work together in good faith to amend this
easement in whole or in part.
13.0 if circumstances &rims
in the future that render the Purpose of this Easement impossible
to accomplish, this Easement can only be terminated or
{r extinguished, whether with respect to all or part of the
Property, by judicial proceedings in a court of competent
jurisdiction. Unless otherwise required by applicable law at the
IF
time, in the event of any sale of all or a portion of the
Property (or any other property received in connection with an
exchange or involuntary conversion of the Property) after such
termination or extinguishment, and after the satisfaction of
prior claims and net of any costs or expenses associated with
it such sale, grantor and grantee shall divide the proceeds from
such sale (minus any amount attributable to the value of
improvements made by Grantor after the effective date of this
�c
Easement, which amount is reserved to Grantor) in accordance with
their respective percentage interests in the lair market value of
the Property, as such percentage interests are determined under
the provisions of paragraph 13. 1, adjusted, if necessary, to
reflect a partial termination or extinguishment of this Basement.
All such proceeds received by grantee ■hall be used by Grantee to
preserve and manage wildlife and waterfowl habitat in Long island
and southern New England.
13 . 1 For purposes of this paragraph,
the parties hereto stipulate that, as of the effective date of
i�ao�r�u►ca�ceiau� wn•s•+r
44
1 1
this grant, the Basement and the restricted fee interest in the
Property each represent a percentage interest in the fair market
value of the Property. said percentage interests shall be
determined by the ratio of the value of the Basement on the
effective date of this grant to the value of the Property,
without deduction for the value of the Basement, on the effective
date of this grant, The values on the effective date of this
grant shall be those values used to calculate the deduction for
federal income tax purposes allowable by reason of this grant,
pursuant to Section 170(h) of the Code. The parties shall
' include the ratio of those values with the Baseline Documentation
k'
., of the Property (on file at Grantee's offices) and shall l amend
such values, if necessary, to reflect any final determination
` thereof by the internal Revenue service or court of competent
jurisdiction. For purposes of this paragraph, the ratio of the
value of the Basement to the value of the Property unencumbered
�- by the Basement shall remain constant, and the percentage
interests of Grantor and Grantee in the fair market value of the
+ Property thereby determinable (net of any adjustment in such
{ ratio attributable to the value of improvements made by Grantor
a
after the effective date of this Basement) shall remain constant.
13,2 ggAfiMAAJW, If all or any part of the Property is
taken under the power of eminent domain by public, corporate, or
other authority, or otherwise acquired by such authority through
a purchase in lieu of a taking, Grantor and Grantee shall join in
appropriate proceedings at the time of such taking to recover the
{ full value of both their interests in the Property subject to the
��rr�a~oa�er�aumr w��•s•n
45
4
1
taking and all incidental or direct damages resulting from the
taking. All expenses reasonably incurred by the parties to this
Basement in connection with such taking shall be paid out of the
recovered proceeds. Grantor and Grantee shall be respectively
entitled to compensation from the balance of the recovered
proceeds in conformity with the provisions of paragraphs 13 and
19. 1 (with respect to the allocation of proceeds) . The
respective rights of Grantor and Grantee set forth in this
paragraph 19.2 shall be in addition to, and not in limitation of,
any rights they may have at common law with respect to a
modification or termination of this easement by reason of changed
conditions or the exercise of powers of eminent domain as
aforesaid.
24.0 oaeerai lrevieivee,
1•
14.1 Grantor and Grantee shall
follow a reasonableness standard and shall use their best efforts
1
to make any determinations that are necessary or are contemplated
to be made by them (either separately or jointly) under this
Basement in ■ timely manner and shall cooperate with one another
and shall take all other reasonable action suitable to that and.
14.2 aontreiiino Lar. The interpretation and performance
of this Basement shall be governed by the laws of the State of
New York.
14.9 fig. Grantor represents that the Property is free
and clear of all easements, limns, or mortgages, and represents
r�aorr�a � yr/i•�•n
46
that, as the sale owner of the Property in fee simple, Grantor
has access to the Property and has good right to convey to
Grantee this Easement, and that Grantee shall have the use of and
enjoy all of the benefits derived from and arising out of this
Y '
Easement.
14.4 SLUMll Cangtruation, Any general rule of
construction to the contrary notwithstanding, this Easement shall
be liberally construed in favor of the grant to effect the
Purpose of this Easement. If any provision in this instrument i■
found to be ambiguous, an interpretation consistent with the
Purpose of this Easement that would render the provision valid
shall be favored over any interpretation that would render it
invalid.
14.5 LLILBM,i3,ily. If any provision of this Easement or
the application thereof to any person or circumstance is found to
be invalid, the remainder of the provisions of this Easement and
their application to other persons and circumstances shall not be
affected thereby.
14 .5 MajigM Agr This instrument and the Exhibits
attached hereto set forth the entire agreement of the parties
with respect to the Easement and supersede all prior discussions,
negotiations, understandings, or agreements relating to the
Basement, all of which are merged herein. No alteration or
variation of this instrument shall be valid or binding unless
contained in an amendment that complies with paragraph 12.
14.7 Agavlaa The covenants, terms, conditions, and
restrictions of this Easement shall be binding upon and inure to
wr.
47
the benefit of the parties hereto and their respective personal
representatives, heirs, successors, and assigns, and shall
continue as a servitude running in perpetuity with the Property#
provided that ■ person is not responsible for violations that
occur on such person's land alter that person csasss to be an
owner or have any interest therein.
14,5 ReALMe Except as not forth below, any notice,
demand, request, consent, approval, or communication that either
R
party desires or is required to give to the other shall be its
writing and either nerved personally or sent by first class mail,
postage prepaid, or receipted delivery serviom or acknowledged
facsimile transmission, addressed as follows:
To Grantor: Louis Moore Bacon
Moore Capital Management
1251 Avenue of the Americas
53rd floor
New York, NY 10030
With a copy tot Frederick a. Gahagan, $sq.
Waller, Smith i Palmer, P.C.
�. 103 Halls Road
P.O. Box 50#
V .
Old Lyme, CT 06371
And a copy tot Stephen J. Small, Esq.
Law Office of Stephen J. Small, Esq.
75 Federal Btrest/iuits 1100
Boston, Massachusetts 02110-1811
To Oranteet The Nature Conservancy
250 Lawrence Hill Road
Cold Spring Harbor, Now York 11724
Attnt Executive Director
with a copy tot The Nature Conservuncy
1615 North Lynn Street
€ Arlington, VA 22209
Attnt general Counsel
rwro�r►�aMn�a�a+ M� 3rr
48
s
With a copy toe The Nature Conservancy
Eastern Regional Office
201 Devonshire Street, 6th floor
i Boston, NA 02110
Attni Legal Counsel
or to such other address as any of the above parties from time to
time shall designate by written notice to the others. Notices
required under the provisions of paragraphs 9.9 and 9. 3 shall be
made only to the Grantor and Grantee.
14.9 .
Without intending to limit the availability of any legal remedy,
during the pendency of a dispute between Grantor and Grantee,
Grantor and Grantee agree to accord confidential treatment to the
existence of the dispute and the efforts of the parties to
achieve a resolution of such dispute. Confidential treatment
includes, without limitation, declining to discuss such dispute
with any person, party, or entity not a signatory hereto or the
agent or representative of such signatory. The confidentiality
agreed to herein shall not extend, however, to requests by
government authorities properly made in the exercise of their
lawful powers. Grantor and Grantee may waive the provisions of
s
this paragraph by mutual written agreement.
14. 10 ■f:eetiv Dat•. Grantor and Grantee intend that the
restrictions arising hereunder take effect on the day and year
this DBBD 0! 001/BRVATiON IMMUM is delivered to the Office of
r
the auffolk County Clerk, New York, for recording after all
r required signatures have been affixed hereto. Grantee may re-
record this instrument at any time as may be required to preserve
its rights in this Zasemente
r�arorrr �� wr�y•� �r
49
r
14. 11 ,/. This D»D Of CONSUVATZON >yl/>tltM may
be executed in ■evoral counterparts and by each party on a
separate counterpart, each of which when so executed and
delivered shall be an original, but all of which together shall
constitute one. instrument.
TO RAY/ MW TO ROLD, the said Conservation Basement$ unto
the said Grantee and its successor* and assigns forever.
XX WITMO NR/R/01, LOGS/ NOORN WON and Tats IM10 3
COLI8nVAMOV have set their hands under seal to this DmmD OF
OOVSXRVATZOV WEUMT on the dates set forth below,
GI WO R1 March 7, 1997
22NS, ~ ,4. A
u s oore noon
STATIC Oh NEW YORK
t ast Now York March 7, 1997
COUNTY OF MIN YORK y
Personall appeared LOUIS MOORR 54CON, signer and sealer of
the foregoing instrument and duly acknowled the mane to be his
free act and deed before me.
V" c
064Nor
ftar
ft
0�1NIM I in N"Y"
THIS DEED or CONSERVATION EASEMENT 19 HERIBY ACCEPTEDI
x
March 1997 TH4Vo4peon.-Vits
RE COANCY
LL ,
BY$
Vice
President Regional Director
� iwrou��oowct�u►ca� ��s•s•ir
50
i
i 1
1
STATE Of MASSACHUSETTS)
a COUNTY OE � ' �. } esu March IU, 1497
Before ma, the undersigned authority, personally appeared
LAURA A. JOHNSON, who acknowledged herself to be the Vice
President S Regional Director of THE NATURE CONSERVANCY, a
District of Columbia non-profit corporation, and that she as
such, being authorised to do to, executed the foregoing Dead of
Conservation Easement for the purposes contained therein by
_ signing the name of the corporation by herself as its Vice
President a Regional Director,
Hot y Public /
,
1411y &nvm�►1 EX1O1rroI: ��ar,�l
riWa�►/ 1J1AC�M N/i•�14T
S1