WSCO_FORS_135 Hastings Hill Road Conservation Easement Deed_PairedParcelDensityAvg

Book 3634 Page 158
111111111111111111111121111111
2021044730 00208
FORSYTH CO, NC FEE $30.00
NO TAXABLE CONSIDERATION
PRESEIIT ED a RECORDED.
08-18-2021 04,18:55 PM
LYNNE JOHNSON
REGISTER OF DEEDS
DYOLIViA OOYLE. ASS
BK: RE 3634
PG: 158-173
Prepared by and return to: John R. Lawson, Asst. City Attorney, Box 5
Excise Tax: none
PIN: Part of 6866-04-7555.000
Description: Hastings Hi [I Rd Conservation Easement
STATE OF NORTH CAROLINA ) DEED OF CONSERVATION EASEMENT AND
1
RIGHT OF FIRST REFUSAL
COUNTY OF FORSYTH
THIS DEED OF CONSERVATION EASEMENT RIGHT F F ST USAL
("Easement" or "Conservation Easement") is made as of the day of JSAL
2021,
by and between DUARTE AND CASTRO LLC, a North Carolina limited ftlarifftly ompany with an
address at l51 Peddycord Paris Drive, Kernersville, NC 27284 (the "Grantor"), and CITY OF WINSTON-
SALEM, a North Carolina municipal corporation with an address of 101 N. Main Street, Winston-Salem,
NC 27101 (the "Grantee").
The designation of Grantor and Grantee as used herein shall include said parties, their heirs,
successors, and assigns, and shall include singular, plural, masculine, feminine, or neuter as required by
context.
WITNESSETH:
I , Grantor is the sole owner in fee simple of all that certain lot or parcel of land located in
Forsyth County, North Carolina, as more particularly described on Exhibit A attached hereto and made a
part of this instrument (the "Property").
2. A portion of the Property, as shown on a plat of survey entitled Watershed Protection
Permit Map for Duarte Castro prepared by Kale Engineering dated May 14, 2021, and recorded in Plat
Book 73, Page 179, Forsyth County Registry (the "Survey"), consisting of the conservation area as shown
and more particularly described on the Survey, being 1 J,040 square feet (the "Easement Area" ), is set aside
and made subject to the provisions of this Conservation Easement,
3. Grantor and Grantee recognize the Easement Area in its present state as a scenic and natural
area that has not been subject to substantial development and as a significant natural area that provides a
"relatively natural habitat [for] fish, wildlife, or plants, or similar ecosystem" and the "preservation of open
space (including Farmland and forest land)" as those phrases are used in Section 170(h)(4)(A)(ii) and (iii)

Book 3634 Page 159
of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the
"Code").
4. Grantee is a qualified "Holder" of conservation easements as that term is defined in the
North Carolina Conservation and Scenic Easement and Historic Preservation Agreements Act, N.C. Gen.
Stat.§ 121-35(2), and is a "qualified conservation organization," as defined by the Code. Grantee accepts
the responsibility of enforcing the terms of this Conservation Easement and upholding its conservation
purposes forever.
5. The Winston-Salem Watershed Ordinance of the Unified Development Ordinances allows
noncontiguous parcels to be paired to meet the impervious coverage requirements in the Salem Lake
Watershed. Said Ordinance requires that the undeveloped parcel of the parcel pair remain in a vegetated
or natural state and be placed under a permanent conservation easement granted to a governmental unit or
a land conservation organization. The primary purpose of this Easement is to allow Grantor to increase the
impervious area on the developed parcel of the parcel pair by pairing it with the approximately 11,040
square feet of Easement Area and to prevent any further development on the Easement Area, except as
expressly set forth in this Conservation Easement.
6. The general public benefit will also be served by the protection and preservation of the
Easement Area.
7. The conservation purposes of this Conservation Easement are recognized by, and the grant
of this Conservation Easement will serve, the following clearly delineated governmental conservation
policies and provide public benefit as noted therein:
a. The Conservation and Historic Preservation and Conservation Agreements Act, N.C.G.S.
§ 121-34, et seq., which provides for the enforceability or restrictions, easements,
covenants or conditions "appropriate for retaining land or water areas predominantly in
their natural, scenic, or open condition or in agricultural, horticultural, farming or forest
use"; and which provides for tax assessment of lands subject to such agreements "on the
basis of the true value of the land and improvement less any reduction in value caused by
the agreement";
b. The establishment of the Clean Water Management Trust Fund, N.C.G.S. § 14313-135.230
et seq., which recognizes the importance of protecting riparian buffers in protecting and
conserving surface water;
c. The special use assessments of agricultural, horticultural and forestland set forth in
N.C.G.S. § 105-277.2 and for wildlife management set forth in N.C.G.S. § 105-277.15;
d. North Carolina General Statutes § 139-2 et seq., which provides that "it is hereby declared
... that the farm, forest and grazing lands of the State of North Carolina are among the basic
assets of the State and the preservation of these lands is necessary to protect and promote
the health, safety and general welfare of its people ... it is hereby declared to be the policy
of the legislature to provide for the conservation of the soil and soil resources of this State."
8. Authority for Grantee to accept this Easement was conveyed by Resolution of the Winston-
Salem City Council at a duly held meeting on January 4, 2021.
NOW, THEREFORE, for the reasons given, and the mutual covenants, terms, conditions and
restrictions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of

Book 3634 Page 160
which are hereby acknowledged by the parties, Grantor hereby irrevocably grants and conveys in perpetuity
unto Grantee and Grantee hereby accepts a perpetual conservation easement over the Easement Area, of
the nature and character and to the extent hereinafter set forth, and an access easement for ingress, egress
and regress to the Easement Area from Hastings Hill Road and across the Property, as more fully described
in Section 7.03(a) hereof.
ARTICLE I. DURATION OF EASEMENT
1.01 This Easement shall be perpetual. Under N.C.G.S. § 4713-3(8) this Easement is exempt
from the Real Property Marketable Title Act, N.C.G.S. § 47B-1 et seq. It is an easement in gross, runs with
the land, and is enforceable by Grantee, its successors, and assigns, against Grantor as provided herein.
ARTICLE II. GENERAL PROVISIONS
2.01 Fee Simple Ownership. Grantor reserves all rights accruing from fee simple ownership of
the Property, including the right to (a) engage in or permit others to develop and engage in uses of the
Property not comprising the Easement Area in any lawful manner and (b) the right to engage in or permit
others to engage in uses of the Easement Area in any lawful manner that are not inconsistent with the
purposes of this Easement and that are not expressly prohibited or restricted by this Easement. These
ownership rights include, but are not limited to, (i) the right to develop any portion of the Property that is
not described herein as the Easement Area, (ii) the right to exclude any member of the public from
trespassing on the Property, (iii) the right to sell, mortgage, encumber or otherwise transfer the Property,
and (iv) the right to subdivide or partition any portion of the Property that is not described herein as the
Easement Area. All rights reserved by Grantor, unless specifically provided for otherwise herein, require
no prior notice to, nor approval by, Grantee.
2.02 Successors, Purchasers, and Assigns. All rights reserved by Grantor are reserved for
Grantor, its purchasers, representatives, successors, invitees, licensees, and assigns. All parties who receive
an assignment or transfer of any interest in and to the Easement Area, and/or who succeed to any of the
rights, duties and obligations contained herein, are bound by and agree to adhere to the terms of this
Easement the same as if named as an original party hereto.
2.03 No Actions in Contradiction of Easement Purposes. Grantor and Grantee have no right to
agree to any activity that would result in the termination of this Easement or would cause it to fail to qualify
as a qualified conservation contribution as described in Sections 170(h) and 203 1 (c)(8)(B) of the Code.
Additionally, all activities on the Easement Area must be conducted in a manner not inconsistent with the
conservation purposes of this Easement. Any activity permitted on or about the Easement Area that is not
primarily for maintaining its open space character and scenic qualities, agricultural use and farming use,
riparian areas, woodlands and other natural areas, and wildlife resources, or other purposes specifically
reserved herein, must be limited to de minimus uses and shall not violate the standard set forth in Section
203 1 (c)(8)(B) of the Code. All rights specifically reserved to Grantor, its successors, and assigns, in Article
III are considered to be consistent with the conservation purposes of this Easement.
ARTICLE III. RIGHTS RESERVED TO GRANTOR
The following rights are expressly reserved to Grantor, with respect to the use and activities
occurring on the Easement Area and are deemed to be consistent with the conservation purposes of this
Conservation Easement.
3.01 Agriculture, Horticulture, and Forestry Uses. Timber management and harvesting,
agricultural uses, horticultural uses, breeding, raising, and pasturing of livestock or horses, breeding and

Book 3634 Page 161
raising of bees, poultry and other fowl, and the growing, production and sale of crops, plants and agricultural
products shall be permitted on the Easement Area.
(a) Any timber harvesting and management must be conducted pursuant to a written
forest management plan prepared by a professional forester that provides a statement
of goals and objectives for a specific- timber harvest and establishes long-term goals
for forest health, management of forest resources and protection of water quality;
provided, however, that Grantor, its successors and assigns shall be permitted to
prune, cut down or otherwise harvest trees as necessary (i) to prevent hazard, disease,
or fire on the property, (ii) for firewood collection, or (iii) to restore or enhance the
hydrology and protection of nature plant species on the Property.
(b) Grantor will provide Grantee with a copy of any management, conservation or other
plan(s) referenced in this Conservation Easement, and any revisions, amendments, or
changes to the same.
(c) Grantor agrees that any management of livestock on the Easement Area shall include
agricultural best management practices to prevent their access to any creeks or
waterways as more particularly set forth in Section 4.09.
3.02 Passive Recreational Uses. Passive recreational uses of the Easement Area are permitted
(requiring minimal surface alteration of the land) including, without limitation, walking, bicycling, open
space games, jogging, equestrian and horseback riding, nature viewing blinds, benches, temporary event
tents, picnicking and picnic tables, hiking, primitive camping, photography, scientific and educational
studies and plant and animal observation. This reserved right does not include the right to use off -road
vehicles for recreational purposes or the right to surface grading. Golf courses, athletic fields, basketball,
tennis and other sports courts, swimming pools, recreational centers, or similar recreational improvements
are prohibited in the Easement Area.
3.03 Traits, Greenways, and other Improvements. Reserved.
3.04 Fences, Signage, and Safety Measures. Reserved.
3.05 Customary Rural Enterprise Use of the Easement Area. Reserved.
3.06 Utilities. The installation, use, maintenance, repair and replacement of new underground
utility systems and facilities or extensions of existing underground utility systems and facilities, including,
without limitation, water, sewer, power, electrical, fuel, data and communication lines and related facilities
which may serve the Property, may occur and be located within the Easement Area provided that such
systems and facilities are located underground.
3.07 Roads and Driveways. Grantor shall be permitted to operate, use, improve, repair, maintain
and replace the roads, gravel drives, asphalt drives, concrete drives and driveways shown on the Survey.
All driveway and road design, improvement, construction, and maintenance shall be conducted in a manner
that minimizes the impact on the natural and hydrologic features of the Easement Area; provided, however,
the paving and repaving of any existing gravel, asphalt or concrete roadway or drive shall be permitted.
3.08 Landscaping and Maintenance. Reserved.
3.09 Replacement of Improvements. In the event of destruction, deterioration or obsolescence
of any permitted structure, housing, fences, corrals, roads or other improvements and facilities, whether

Book 3634 Page 162
existing at the date hereof or constructed subsequently pursuant to the provisions of this Easement, Grantor
may replace the same with structures, housing, fences, corrals, roads, or other improvements and facilities
of similar size, footprint, height, function, capacity, appearance, and Iocation.
ARTICLE IV. PROHIBITED AND RESTRICTED ACTIVITIES
Except as permitted in Article 111, the Easement Area shall be maintained in its natural and open
condition and except as specifically permitted below and in Article III, shall be restricted from any
development or use that would impair or interfere with the purpose of this Easement. Any activity on or
use of the Easement Area inconsistent with the purposes of this Conservation Easement is prohibited;
provided, however, that all rights allowed to Grantor hereunder are considered to be consistent with the
conservation purposes of this Conservation Easement and require no prior notification to or approval by
Grantee unless expressly provided herein. Notwithstanding the foregoing, Grantor and Grantee have no
right to agree to any activity that would result in the termination of this Conservation Easement.
Without limiting the generality of the foregoing, the following activities, uses, and rights in and on
the Easement Area are expressly prohibited, restricted, extinguished, or reserved to Grantor, as specified
herein:
4.01 Industrial and Commercial Use. Industrial or commercial uses of the Easement Area and
any passage over the Easement Area for industrial or commercial purposes outside of the Easement Area
are prohibited, including, without limitation, commercial timbering or logging; provided, however, that the
use of the Easement Area for (a) educational purposes, (b) for agricultural, horticultural or forestry activities
as permitted by Section 3.01, (c) the customary rural enterprises permitted by Section 3.05, or (d) any other
use expressly permitted by this Easement, shall not be considered to be industrial or commercial activities.
4.02 Construction of Structures. Except as specifically permitted by Article III, no building,
facility, mobile home, pier, dock, antenna, or other structure shall be placed on the Easement Area.
4.03 Conveyance and Subdivision. The legal subdivision, recording of a subdivision plan,
partition, or any other division of the portion of the Property or the Easement Area is prohibited. The
Easement Area shall not be conveyed except in its current configuration. Notwithstanding anything
contained in this Easement to the contrary, Grantor and Grantee acknowledge and agree that Grantor and
its successors and assigns shall have the right to convey the Property in its current configuration as long as
such conveyance includes the Easement Area as shown on the Survey.. .
4.04 Disturbance of Natural Features, Plants and Animals. There shall be no cutting or
removal of trees, or the disturbance of other natural features of the Easement Area except for the following:
(a) As incidental to boundary marking or signage to indicate the Easement Area is
subject to this Conservation Easement;
(b) As incidental to any installation, maintenance, or repair of utilities and improvements
specifically permitted by Article III;
(c) To prevent personal injury or property damage or to clear debris from storm related
damage; and
(d) Gathering fallen branches and trees for use as firewood.
4.05 Development Rights. All development rights, except as specifically reserved herein, that
are now or hereafter allocated to, implied, reserved or inherent in the Easement Area, are hereby terminated
and extinguished, and may not be used on or transferred to any portion of the Property as it now or hereafter

Book 3634 Page 163
may be bounded or described, or to any other property adjacent or otherwise, and may not be used for the
purpose of calculating permissible lot yield of the Property or any other property.
4.06 Waters. Except as specifically permitted by Article 111, there shall be no disruption of
pattern of current by damming, dredging or construction in any free flowing water body, nor any
manipulation or alteration of natural water courses anywhere on the Easement Area; however, nothing in
this Section is intended to prevent or limit improvement of any free flowing water body or natural water
course on the Easement Area if such work is pursuant to a governmental stream enhancement program,
such as the North Carolina Stream & Wetland Mitigation Program or similar federal wetland mitigation
program.
4.07 Mineral Use, Excavation, Dredging. No surface mining is permitted. There shall be no
commercial filling, excavation, dredging, mining or drilling; and there shall be no removal of topsoil, sand,
gravel, rock, peat, minerals or other materials, and no change in the topography of the land in any manner
on the Easement Area, except as necessary for combatting erosion or flooding or for the construction of
any structures, trails, or roads specifically permitted by Article III.
4.08 Trash; Dumping. The dumping or accumulation of substances such as chemicals and other
hazardous substances, any kind of trash, garbage, waste, abandoned vehicles, tires, appliances, machinery,
tanks, or other material on the Easement Area is prohibited.
ARTICLE V. ENFORCEMENT AND REMEDIES
5.01 Inspection. With reasonable advance notice to Grantor, Grantee, its employees, agents,
successors, and assigns, may enter the Easement Area and such portions of the Property reasonably
necessary to access the Easement Area at reasonable times for the purpose of inspecting the Easement Area
to determine whether Grantor is complying with the terms, conditions, and restrictions of this Easement.
For purposes of this Section, reasonable advance notice may be made by email, voicemail or telephone call
to Grantor and does not require Grantor's presence, acknowledgement, or consent. Grantor agrees not to
limit or otherwise impair Grantee's ingress and egress on and across the Easement Area and such portions
of the Property reasonably necessary to access the Easement Area for the purposes set forth herein, and in
the act of exercising said right of ingress and egress, Grantee agrees that it will not unreasonably limit or
impair Grantor's right of ingress and egress on and across the Property.
5.02 Violations. Grantee is allowed to prevent any activity on or use of the Easement Area that
is inconsistent with the terms and purposes of this Easement. If Grantee finds what it believes is a violation,
it may at its discretion take appropriate legal action. Except when an ongoing or imminent violation could
irreversibly diminish or impair the Easement Area, Grantee shall give Grantor written notice of the violation
and ninety (90) days to correct it, before filing any legal action. If the breach remains uncured after ninety
(90) days, Grantee may enforce this Easement by appropriate legal proceedings, including the following:
(a) Institute suits to enjoin any breach or enforce any covenant by ex parte, temporary,
and/or permanent injunction either prohibitive or mandatory and/or to
(b) Require that the Easement Area be restored promptly to the condition required by
this Easement,
(c) File such actions as are available and necessary to prevent any impairment of the
Easement Area by acts which are unlawful or in violation of this Easement,

Book 3634 Page 164
(d) Seek damages or other relief from any appropriate person or entity for the violation
of this Easement or destruction to the Easement Area that is in contradiction to the
intents and purposes of this Easement.
If Grantee, in its sole discretion, determines that circumstances require immediate action to prevent or
mitigate significant damage to the Easement Area, Grantee reserves the right to pursue a remedy of a
temporary restraining order or other appropriate relief, without prior notice to Grantor (but shall exercise
reasonable efforts to notify Grantor) if the breach or activity would irreversibly or otherwise materially
impair the benefits to be derived from this Easement. Grantor and Grantee recognize and acknowledge that
under such circumstances damage to the Easement Area, and the rights and interests of Grantee, would be
irreparable and remedies at law would be inadequate.
5.03 Remedies Cumulative. Grantee's remedies shall be cumulative and shall be in addition to,
and not in lieu of, any other rights and remedies available to Grantee at law or equity in connection with
this Conservation Easement.
5.04 No Waiver. No failure on the part of Grantee to enforce any covenant or provision hereof
shall discharge or invalidate such covenant or any other covenant, condition, or provision hereof or affect
the right of Grantee to enforce the same in the event of a subsequent breach or default. Enforcement of this
Easement shall be at the discretion of Grantee and any forbearance by Grantee to exercise its rights
hereunder shall not be deemed a waiver by Grantee of its rights to subsequently enforce such breach,
occurrence or situation then existing, or as may occur, develop, or exist in the future.
5.05 Acts Beyond Grantor's Control. Nothing in this Easement shall be construed to entitle
Grantee to bring any action against Grantor for any injury or change in the Easement Area caused by third
parties or resulting from causes beyond Grantor's control, including, without limitation, fire, flood, storm,
and earth movement, or from any prudent action taken in good faith by Grantor under emergency conditions
to prevent, abate, or mitigate significant injury to life, damage to property, or harm to the Easement Area
resulting from such causes, nor to require Grantor to repair any damage resulting from acts of God.
5.06 Costs and Expenses of Enforcement, Each party shall assume and pay for their own costs
associated with enforcing or contesting the enforcement of the terms of this Easement, including, without
limitation, costs of suits and reasonable attorneys' fees, and any costs of restoration necessitated by the acts
or omissions of either party in violation of the terms of this Easement; provided, however, to the extent that
Grantor is judicially determined to have failed to comply with the provisions of this Easement, then Grantor
shall reimburse Grantee for all actual costs, expenses and restoration necessitated by such breach.
ARTICLE VI. PUBLIC ACCESS
6.01 No General Public Access. The granting of this Conservation Easement does not convey
to the public the right to enter the Easement Area or the Property for any purpose whatsoever and the public
shall have no right of access unless Grantor conveys such access to the public; however, this Conservation
Easement does not restrict any public right to view the Easement Area from adjacent publicly accessible
areas. Grantor may erect "no trespassing" signs and enforce trespass laws with respect to the Easement
Area. Grantee has no right to allow any party to enter the Easement Area except as permitted by Article V
to enable Grantee to monitor and enforce the Conservation Easement. Notwithstanding the foregoing, if
Grantor conveys access to the Easement Area to the public, such uses by the public shall be subject to the
terms of this Conservation Easement.
ARTICLE VIL DOCUMENTATION AND TITLE

Book 3634 Page 165
7.01 Easement Baseline Documentation Report. Not applicable.
7.02 Grantor's Title Warranty. Grantor promises, represents and warrants (i) that Grantor is the
sole owner and is seized of the Property in fee simple and has the right to grant and convey this Easement,
(ii) that there is legal access to the Property from a state maintained road and that Grantor will permit
Grantee access across the Property for purposes set forth herein and as more specifically defined below in
Section 7.03, and (iii) that the Property is free and clear of any and all monetary liens and encumbrances,
except those set forth in Exhibit B, attached hereto and made a part of this Easement.
7.03 Grant of Access Easement to Grantee. Grantor has legal access to the Property by way of
Hastings Hill Road and hereby warrants that Grantor has the right to grant, and does hereby grant, the right
for Grantee to use the access provided by Hastings Hill Road to access the Easement Area. Grantor hereby
grants and conveys to Grantee a non-exclusive permanent easement for the passage of vehicular and
pedestrian traffic to and over the Easement Area extending from Hastings Hill Road and a non-exclusive
permanent easement for pedestrian traffic over and across the entirety of the Easement Area.
7.04 Subsequent Liens on Property. No provisions of this 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 borrowing shall be subordinate to this Easement.
ARTICLE VIII. MISCELLANEOUS
8.01 Transfer of Easement. Grantee, its successors and assigns, shall have the right to transfer
or assign this Easement to any public agency or private nonprofit organization that, at the time of transfer,
is a "qualified conservation organization" under Section 170(h) of the Code, which is organized or operated
primarily for one of the conservation purposes specified in Section 170(h)(4)(A) of the Code but only if the
agency or organization to which the Conservation Easement is transferred or assigned expressly agrees to
assume the responsibility imposed on Grantor by the Conservation Easement. Grantee agrees to notify
Grantor in writing of any assignment or transfer of its interest in the Conservation Easement. If Grantee
ever ceases to exist or no longer qualifies under Section 170(h) of the Code or applicable state law, a court
with jurisdiction shall transfer this Easement to another qualified organization having similar purposes that
agrees to assume Grantee's responsibility hereunder.
8.02 Transfer of Property. Grantor, its successors, and assigns, shall notify Grantee in writing
of the names and addresses of any party to whom the Easement Area or any interest therein, is to be
transferred; such notice shall be provided at least sixty (60) days prior to the proposed transfer; Grantor
agrees to provide copies of such documentation as Grantee's professional advisors shall deem reasonably
necessary at least thirty (30) days prior to the proposed transfer. Grantor, for itself and its successors and
assigns, agrees to incorporate by reference the terms of this Conservation Easement in any deed, lease, or
other legal instrument by which it transfers or divests itself of any interest, including leasehold interests, in
all or a portion of the Easement Area. Failure of Grantor to comply with this Section shall not impair the
validity of this Conservation Easement as to successor owners of the Easement Area or limit its
enforceability in any way. Nothing in this Section abrogates or limits Section 4.03.
8.03 Amendment of Easement. If circumstances arise under which an amendment to or
modification of this Conservation Easement would be appropriate, Grantor and Grantee are free to jointly
amend this Conservation Easement to meet changing conditions, provided that no amendment will be
allowed that (i) will affect the qualification of this Conservation Easement under N.C.G.S. § 121-34 et seq.,
or under Sections 170(h) and 2031(c)(8)(B) of the Code; (ii) is inconsistent with the purposes of this
Conservation Easement; (iii) affects the perpetual duration of this Conservation Easement; and (iv) any
amendment must be in writing and signed and acknowledged by Grantor and Grantee, or their respective

Book 3634 Page 166
successors and assigns. Such amendment(s) shall be effective upon recording in the office of public land
records of Forsyth County, North Carolina.
8.04 Termination of Easement. Grantor and Grantee recognize that the grant of this Easement
by Grantor gives rise to a property right immediately vested in Grantee. If a court with jurisdiction
determines that conditions on or surrounding the Property change so much that it becomes impossible to
fulfill the conservation purposes of this Easement, it may, at the joint request of both Grantor and Grantee,
terminate or modify this Easement in accordance with applicable law. If the Easement is terminated or
extinguished by judicial proceeding, Grantee shall be entitled to a portion of the proceeds of sale, exchange,
involuntary conversion of the property formerly subject to this Easement, or any damage award with respect
to any judicial proceeding. Such portion shall be at least equal to the ratio of the fair market value of
Grantee's interest in the Property to the unrestricted fair market value of the Property as determined and as
required by Section 1. 1 70A- I 4(g)(6)(i i) of the Code. "Proceeds of Sale" shall mean the cash value of all
money and property paid, transferred or contributed in consideration for, or as otherwise required as a
condition to the sale, exchange or involuntary conversion of the property subject to this Easement, or any
damages otherwise awarded as a result of judicial proceeding, minus all expenses reasonably incurred by
Grantor and Grantee in connection with the proceeding that resulted in termination of this Easement.
Grantor and Grantee shall each be reimbursed for their reasonable expenses prior to any distribution of the
remaining proceeds. The respective rights of Grantor and Grantee set forth in this Section 8.04 shall be in
addition to, and not in limitation of, any rights they may have at law. Grantee shall use its share of the
Proceeds of Sale in a manner consistent with the conservation purposes set forth herein.
8.05 Condemnation. Grantor and Grantee recognize that the grant of this Easement by Grantor
gives rise to a property right immediately vested in Grantee. Accordingly, if all or part of the Easement
Area is taken by exercise of the power of condemnation or eminent domain, or acquired by purchase in lieu
of condemnation, whether by public, corporate or other authority, so as to abrogate the restrictions imposed
by this Easement, Grantor shall immediately give notice to Grantee and shall take all appropriate actions at
the time of such taking or sale to recover the full value of the taking and all incidental or direct damages
resulting from the taking. Grantee shall be entitled to a portion of the proceeds of such sale, which shall be
at least equal to the ratio of the fair market value of Grantee's interest in the property subject to this
Easement, which for this purpose only shall be defined as the proportion of the proceeds equal to the
proportionate value that the easement bears to the value of the Property as a whole, both being valued as of
the date of the recording of this Easement. "Proceeds of Sale" shall mean the cash value of all money and
property paid, transferred or contributed in consideration for, or as otherwise required as a condition to the
sale, exchange or involuntary conversion of the property subject to this Easement, or any damages otherwise
awarded as a result of judicial proceeding, minus all expenses reasonably incurred by Grantor and Grantee
in connection with the proceeding that resulted in termination of this Easement. Grantor and Grantee shall
each be reimbursed for their reasonable expenses prior to any distribution of the remaining proceeds. The
respective rights of Grantor and Grantee set forth in this Section 8.05 shall be in addition to, and not in
limitation of, any rights they may have at law. Grantee shall use its share of the Proceeds of Sale in a manner
consistent with the conservation purposes set forth herein.
8.06 Responsibilities of Grantor and Grantee Not Affected. Other than as specified herein, this
Easement is not intended to impose any legal or other responsibility on Grantee, or in any way to affect any
existing obligation of Grantor as owner of the Property. Among other things, this shall apply to:
(a) Taxes. Grantee shall have no liability for payment of any taxes or assessments of
any kind levied against the Property. Grantor shall be solely responsible for payment of all taxes
and assessments levied against the Property. If Grantee is ever required to pay any taxes or
assessments on its interest in the Property, Grantor will reimburse Grantee for the same.

Book 3634 Page 167
(b) Upkeep and Maintenance. Grantor shall be solely responsible for the upkeep and
maintenance of the Easement Area to the extent it may be required by law. Grantee shall have no
obligation for the upkeep or maintenance of the Easement Area or the Property.
(c) Liability and Indemnification.
(1) Grantor will indemnify Grantee, its affiliates, successors, and assigns, and
their respective shareholders, employees, officers, directors, and members from and against
any actual losses, claims, damages, liabilities, costs, and expenses related to Grantor's
ownership of the Easement Area arising from the negligence or intentional misconduct of
Grantor. To the extent allowed by law, Grantee will indemnify Grantor, its affiliates,
successors and assigns, and their respective shareholders, employees, officers, directors,
and members from and against any actual losses, claims, damages, liabilities, costs, and
expenses related to Grantee's Conservation Easement arising from the negligence of
Grantee.
(2) In addition, Grantee will, to the extent allowed by law, indemnify Grantor,
its affiliates, successors and assigns, and their respective shareholders, employees, officers,
directors and members from and against any actual losses, claims, damages, liabilities,
costs and expenses related to or arising from Grantee's performance of volunteer projects
within the Easement Area for property improvement, such as species removal, native
plantings, improvement to bird habitats or other similar activities, unless such actual losses,
claims, damages, liabilities, costs, and expenses arise from the negligence or intentional
misconduct of Grantor.
8.07 Survival of Terms; Merger. Grantor and Grantee agree that the terms of this Easement
shall survive any merger of the fee and easement interest in the Property.
8.08 Law and Venue. This Easement shall be interpreted under the laws of the State of North
Carolina, resolving any ambiguities and questions of the validity of specific provisions so as to give
maximum effect to its conservation purposes. Venue shall be proper and shall lie exclusively in the Superior
Court of Forsyth County, North Carolina.
8.09 Parties. Every provision of this Easement that applies to Grantor or to Grantee shall
likewise apply to their respective heirs, executors, administrators, assigns, and grantees, and all other
successors in interest herein.
8.10 Environmental Condition.
(a) Grantor warrants, represents, and covenants to Grantee that, to Grantor's actual
knowledge that:
(i) The Easement Area is and at all times hereafter, while owned by Grantor,
will continue to be in full compliance with all federal, state, and local environmental laws
and regulations, and
(ii) There is no environmental condition existing on the Easement Area that
may prohibit or impede the use of the Easement Area for the purposes set forth herein.
(b) Grantor promises to defend, indemnify, and hold harmless Grantee against any
actual litigation, claims, demands, liabilities, penalties, damages, losses, and costs, including
10

Book 3634 Page 168
reasonable attorney's fees to the extent legally permitted, arising from or connected with any
release of hazardous waste by Grantor or any violation of federal, state, or local environmental laws
or regulations arising out of Grantor's ownership or use of the Easement Area. Whenever a
representation, warranty, or other statement is made in this Easement or in any document or
instrument to be delivered pursuant to this Easement, on the basis of the best of knowledge of
Grantor, Grantor's actual knowledge, Grantor's knowledge, or words of similar import, such
representation, warranty, or other statement is made with the exclusion of any facts disclosed to or
otherwise known by Grantee and is made solely on the basis of the current, conscious, and actual,
as distinguished from implied, imputed and constructive, knowledge on the date that such
representation or warranty is made, without inquiry or investigation or duty thereof without
attribution of facts and matters otherwise within the personal knowledge of any other officers or
employees of Grantor or third parties, and excluding, whether or not actually known by such
specific officers, any matter known to Grantee or its agents as of the date of this Easement. So
qualifying Grantor's knowledge shall in no event give rise to any personal liability on the part of
any officer or employee of Grantor.
8.11 Notices. Except for Grantee's notice to Grantor of an upcoming inspection of the Easement
Area as set forth in Section 5.01, any notices required by this Easement shall be in writing and shall be
personally delivered or sent by certified or first class mail or other form of delivery (such as Federal
Express, UPS or other mail delivery service) where confirmation of receipt is provided by the recipient, 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:
Duarte and Castro LLC
151 Peddycord Park Drive
Kernersville, NC 27284
To Grantee:
City of Winston-Salem
Attn.: City Manager
P.O. Box 2511
Winston-Salem, NC 27102
In the event that a party to this Easement transfers its interest in the Property or under this Easement by
conveyance, descent, devise, operation of law, or otherwise, the party transferring its interest shall provide
the non -transferring party with written notice of the name and change of address to which notice is to be
sent hereunder.
8.12 Right of First Refusal. For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by Grantor, Grantor hereby grants to Grantee a right of first refusal to
purchase the Easement Area; if Grantor desires to sell the Easement Area and receives a bona fide offer to
purchase, Grantor shall give Grantee written notice of Grantor's intention to sell the Easement Area as
contained in said offer to purchase, including the terms and conditions under which Grantor intends to sell
("Grantor's Notice"). For thirty (30) days following the date of delivery of Grantor's Notice, Grantee shall
have the option to purchase the Easement Area at the same price and under the same terms as stated in
Grantor's Notice. A written notice in substantially the following form, addressed to Grantor and signed by
Grantee, within the aforementioned period for exercising the right of first refusal, submitted with a bank
cashier's check or money order payable to the order of Grantor in the amount of the earnest money specified
in Grantor's Notice, shall be an effective exercise of Grantee's election to exercise its first right of refusal
to purchase, and such earnest money shall be credited to the purchase price at closing. If Grantee either
EII

Book 3634 Page 169
rejects the right of first refusal or does not timely exercise the right of first refusal, then Grantor shall be
free to sell the Easement Area to a third party upon terms and conditions no less favorable than as set forth
in Grantor's Notice without further obligation to Grantee, except that the purchase price may be as much
as five percent (5%) less than that reflected in Grantor's Notice, and upon the sale of the Easement Area
Grantee's right of first refusal set forth in this Section 8.12 shall be null and void.
8.13 Entire Agreement. This instrument sets forth the entire agreement of Grantor and Grantee
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.
[Separate Signature Pages Follow]
12

Book 3634 Page 170
TO HAVE AND TO HOLD, this Deed of Conservation Easement unto Grantee, its successors, and
assigns, forever.
IN WITNESS WHEREOF, Grantor and Grantee, intending to legally bind themselves, have set
their hands on the date first written above.
GRANTOR: DUARTE 2tWM&1f
=OL)"-f
Carolina limited liability company
By: SEAL]
Printed Name:
Title:
J
By: [SEAL]
Printed Name: U'610 &F Lq .s7-o
Title: coo
STATE OF NORTH CAROLINA
COUNTY OF FORSY H
I, �"�-• �� Notary Public in and f t e C`ou�ty an tat afo eaid,
do hereby certify that e- an 10 (
personally appeared before me this day and acknowledged they are r W)4—alrte
and Castro LLC, a North Carolina limited liability company, and that, by authority duly given and as the
act of,lheApnited liability company, they executed the foregoing instrument.
B
'kNi4n+ hand and notarial seal or stamp, this 1 day of , 20_
A�� = � NotaryPublic
o. PU a 1)
=, '•f................
k A ires:
13

Book 3634 Page 171
TO HAVE AND TO HOLD, this Deed of Conservation Easement unto Grantee, its successors, and
assigns, forever.
IN WITNESS WHEREOF, Grantor and Grantee, intending to legally bind themselves, have set
their hands on the date first written above.
GRANTEE: CITY OF WINSTON-SALEM, a North Carolina municipal corporation
By:
�z
I
Printed Name:
Lee Garrity
r�r
Title:
City Manager'
�a
ATTEST:
x
jSiraKeeneyTitle:
By.
A
Printed N e:
A11�
rk
STATE OF NORTH CAROLINA
COUNTY OF FORSYTH
L'Inua, W. C _nj- , a notary public of the County and State aforesaid, do hereby
certify that Sana Keeney personally came before me this day and acknowledged that she is the City Clerk
of the City of Winston-Salem, a municipal corporation, and that by authority duly given and as the act of
the municipal corporation, the foregoing instrument was signed in its name by its City Manager, sealed
with its corporate seal, and attested by her as its City Clerk.
ess my hand and notarial seal or stamp, this the jj_ day of QUQU.Qt 20C)A.
'tOWA H "HA7 M
N�iARV PUBL[ClQ
MY
otary Public
My commission expires: 6 - 19 - Q0 �?3
14

Book 3634 Page 172
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
Being known and designated as Lot 21 of Block 5400 as conveyed by that General Warranty Deed from
Ann F. Becker and husband, Bart A. Becker, to Duarte and Castro LLC, dated October 15, 2020 and
recorded on November 3, 2020 in Book 3563 at Page 3010 of the Forsyth County Registry, reference to
which is hereby made for a more complete description.
Forsyth County Tax Parcel Identification No. 6866-04-7555.00
Also known as 135 Hastings Hill Road, Kernersville, NC 27284.
See also pee Plat Book 73, Page 179, Forsyth County Registry, reference to which is hereby made for a
more particular description.
15

Book 3634 Page 173
EXHIBIT B
PERMITTED EXCEPTIONS
All easements, covenants, conditions, restrictions, and rights of way of record, ad valorem taxes not yet due
and payable, and matters disclosed by that certain plat recorded in Plat Book 73, Pages 179, Forsyth County
Registry.
t6