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Sample Conservation Easements

(Please note that these sample easements are intended to provide examples of how agreements between the land trust and a property owner may be worded.  Keep in mind that easements are flexible documents that are tailored to the individual needs and preferences of the landowner. 

Many of the provisions in these samples may not be needed or desired by either party.  Likewise, other provisions may be included that are not found in the sample easements)



#1



DEED OF CONSERVATION EASEMENT

[_____________________Parcel]



This Deed of Conservation Easement is granted on this day of _____________ , 200_, by _____________________________________,  residing at ______________________________________ (the “Grantor”), to the SCHOHARIE LAND TRUST, INC. , a New York Not-For-Profit corporation with a principal place of business at _________________________________ (the “Grantee”).



WITNESSETH:



WHEREAS, the Grantor is the owner of approximately __acres of real property located in the ____________, _______ County, New York, more particularly described in Exhibit A attached hereto (hereinafter the Premises) and



WHEREAS, the Grantee is a not-for-profit corporation under New York law which is exempt from Federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended, and which works to conserve land in the State of New York; and



WHEREAS, the Premises includes open fields, wetlands and woodlands; is located ______________; and has significant recreational, open space and aesthetic value to the Grantee and the general public; and



WHEREAS, the Grantee desires to acquire a conservation easement on the Premises for the purpose of preserving the rural and natural character of such lands for the benefit of the general public,



WHEREAS, the Grantee is qualified to hold conservation easements under New York



NOW THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein, the parties agree as follows:



1. General Provisions



1.1 Grant of Easement. Grantor grants to Grantee a perpetual conservation easement (the “Conservation Easement”) over the Premises for the benefit of the general public including the right to view the Premises in its scenic state, as that state exists on the date of this grant or as it may exist in the future as a result of natural evolutionary processes and/or uses, consistent with the rights reserved herein by the Grantors.



1.2       Purpose.  The purpose of this Conservation Easement is to conserve the scenic and aesthetic character of the Premises.



1.3       Implementation. This Conservation Easement shall be implemented by limiting and restricting the development, management and use of the Premises in accordance with the provisions of this Conservation Easement.



2.         Reserved Rights of Grantor. Grantor reserves for herself and her heirs, successors and assigns with respect to the Premises all rights with respect to the Premises, including, without limitation, the right of exclusive use, possession and enjoyment of the Premises, and the right to sell, transfer, lease, mortgage or otherwise encumber the Premises, as owner, subject to the restrictions and covenants set forth in this Conservation Easement.



3.         Restrictions Applicable to the Property. The following restrictions apply to the Premises. Where the Grantee’s advance written approval is required for a use or activity, such approval shall not be unreasonably withheld. Grantee shall provide such written approval or a denial, as the case may be, within thirty (30) days of receipt of a description of the proposed use or activity, including design sketches of proposed structure(s). Grantee’s failure to respond within 30 days shall be deemed an approval.



3.1       Use. The Premises shall be used solely for the continuation of its past use ________________________ by the Grantor and her heirs, successors and assigns.



3.2       Subdivision. The Premises may not be subdivided.



3.3       Structures. No permanent or temporary structures or other improvements shall hereafter be placed or maintained on the Premises, except as specifically provided below.



3.3.1    New Buildings and Structures.  No more than one new single-family dwelling may be built on the premises, together with an adjacent garage or barn, at a location approved by the Grantor.  No trailers, mobile homes or other moveable structures shall be permitted on the property, and the residential dwelling shall have a permanent foundation.  Driveways, parking areas, wells, septic systems and other utilities necessary to serve                     

the permitted structures and improvements or as may be required by law may be built and maintained on the Premises without prior approval, provided that they are located and constructed so as to minimize any visual impact. Fences, stone walls and signs that are normal and customary for the uses allowed herein may be built and maintained without prior approval, provided they are, insofar as practicable, constructed to blend with the natural landscape.



3.3.2  Commercial Uses.  Any commercial enterprise operated outside of the permitted buildings referenced above is prohibited.  No commercial activity shall be permitted on the property which may materially impair the quality of ground or surface waters, air, or soil.  The construction of commercial wind towers or communication towers is prohibited.



3.3.3    Lighting and Screening. Outdoor lighting shall not result in any unreasonable glare visible off the Premises that is inconsistent with maintaining its rural character. Refuse storage tanks and bins, and similar ancillary structures, may be installed and maintained without prior approval, provided they are screened so as not to be visible from public roads; or neighboring properties.



3.3.4    Timber Harvesting. Trees may be cut, trimmed or removed which are fallen, dead, diseased, or dangerous; to maintain trails, views and open space; for firewood used by the Grantor on the Premises; and for other uses by the Grantor including construction of permitted buildings or structures. Any commercial timber harvesting on the Premises shall be conducted on a sustainable yield basis in accordance with a forest management plan prepared by a professional forester. A copy of any such forest management plan, including revisions, shall be provided to the Grantee at least thirty (30) days prior to the commencement of any commercial timber harvest.



3.3.5    Mining. No quarry, gravel pit, surface or subsurface mining or drilling, or other mining or drilling activities, shall occur on or under the Premises without the prior written approval of the Grantee.



3.3.6    Dumping and Storage. No dumping or storage of ashes, non-composted organic waste, sewage, garbage, abandoned vehicles or appliances, or any toxic or offensive material shall occur on the Premises, except routine containerized storage of garbage and wastes from agricultural use of the Premises.  No unregistered motor vehicles shall be stored outside of the buildings on the property.



3.3.7    Health and Safety Measures. Notwithstanding any other restriction contained herein, the Grantor may take such actions with respect to the Premises (or any relevant part thereof) as are necessary to protect the health, safety and/or welfare of the public and the persons using the Premises; provided that if any such action is contrary to a restriction contained herein, the action shall be limited to the minimum variation necessary to afford the required protection. If notice would otherwise be required under this Conservation Easement to undertake such action, or if the action would otherwise violate any restriction contained herein, notice of the action shall be given to Grantee as soon as practicable, but the required action may be taken whether or not such notice has yet been given.



4.         Additional Covenants and Provisions:





4.1  Existing Conditions; Baseline Data Report. By its execution of this Conservation  Easement, Grantee acknowledges that Grantor’s historical and present uses of the Premises are compatible with the purposes of this Conservation Easement. In order to evidence the present condition of the Premises (including both natural and man-made features) so as to facilitate future monitoring and enforcement of this Easement, a Baseline Data Report, including photographs, describing such condition at the date hereof, has been prepared and subscribed by Grantor and Grantee, and each party shall keep a copy thereof on file.



4.2       Enforcement. Grantee may enforce this Conservation Easement in law or equity, including, without limitation, pursuant to the provisions of Article 49, Title 3, of the Environmental Conservation Law (“ECL”), against any or all of the owners of the Premises or any part thereof. If there is a violation, or threatened violation, of this Conservation Easement, Grantee shall notify the party in violation or threatening the violation, who shall, in the case of an existing violation, promptly cure the violation by (a) ceasing the same or (b) restoring the Premises to the condition before such violation, or (c) both, or, in the case of a threatened violation, refrain from the activity that would result in the violation. If a violation continues for more than thirty (30) days after notice is given, or at any time if the violation or a threatened violation threatens immediate and irreparable harm, Grantee may seek immediate injunctive relief and shall have the right, but not the obligation, to correct it by direct action as well as by, pursing all their available legal remedies. If a court having competent jurisdiction determines that a violation has occurred, the owner(s) shall reimburse Grantee for all expenses, including reasonable attorneys’ fees, incurred in enforcing this Conservation Easement and curing the violation. Failure to enforce any restriction or covenant herein shall in no event be deemed a waiver of a right to do so thereafter as to the same violation or breach or as to one occurring prior or subsequent thereto.



4.3       Liability; Indemnification.  Grantee has no affirmative obligations with respect to the maintenance of the Premises. Unless caused by Grantee’s negligence, Grantee shall not be responsible for injuries or damage to persons or property in connection with Grantee’s administration and/or enforcement of this Conservation Easement or otherwise with respect to the condition of the Premises. Provided, however, that the foregoing shall not absolve the Grantee of any liabilities it might otherwise have, independent of this Conservation Easement for negligently, wrongfully and directly, without the participation or consent of the Grantor, creating any dangerous condition on the premises.  Except in the last described instance, Grantor agrees to indemnify and hold Grantee harmless from any and all costs, claims or liability, including reasonable attorneys’ fees arising from any personal injury, accidents, negligence or damage relating to the Premises, or any claim thereof. In the foregoing instance of the Grantee negligently, wrongfully or directly, without the participation or consent of the Grantor, creating any dangerous condition on the Premises, Grantee agrees to hold Grantor harmless from any arid all costs, claims or liability, including reasonable attorney’s fees arising from any personal injury, accident, negligence, or damage relating to the Premises, or any claim thereof.



4.4       Amendment and Variance This Conservation Easement may be amended upon the written consent of Grantee and Grantor. Any such amendment shall be consistent with the basic purposes of this Conservation Easement. Any such amendment that does not comply with ECL Article 49 shall be void and of no force or effect.



4.5       Approvals in Writing. Any approval or other form of consent or permission required or permitted to be given by Grantee under this Conservation Easement shall only be effective if in writing and duly executed on behalf of Grantee.



4.6       Encumbrance by Conservation Easement. Any subsequent conveyance, including, without limitation, transfer, lease or mortgage of the Premises, shall be subject to this Conservation Easement, and any deed or other instrument evidencing or effecting such conveyance shall contain language substantially as follows:



‘This [conveyance, lease, mortgage, easement, etc.] is subject to a Conservation Easement which runs with the land and which was granted to __________________. by instrument dated ____ and recorded in the office of the Clerk of _______ County at Liber___ of Deeds at Page________.“



The failure to include such language in any deed or instrument shall not affect the validity or applicability of this Conservation Easement to such property. Grantor agrees to notify Grantee in writing at least thirty (30) days in advance of any such subsequent conveyance.



4.7       Taxes and Assessments. Each owner of the Premises shall pay all taxes and assessments lawfully assessed against the Premises or portion owned by such owner, who shall provide receipted tax bills to Grantee upon request.



4.8       Assignment. This Conservation Easement may be assigned by Grantee, provided, however, that an assignment may be made only to such other state agency, or  organization qualified under ECL Article 49, Title 3, as may be agreed upon by the parties. Grantee shall give Grantor at least thirty (30) days’ advance written notice of any such assignment.



4.9       Notices. Any notice required or desired to be given under this Conservation Easement shall be in writing and shall be sent by certified or registered mail, return receipt requested, and shall be addressed as follows: (a) if to Grantee, at address set forth above; (b) if to Grantor, at the address set forth above; (c) if to any subsequent owner, at the address of the Premises. Any party can change the address to which notices are to be sent to him, her, or it by duly giving notice pursuant to this paragraph.



4.10  Severability. Invalidation of any provision of this Conservation Easement by court judgment, order, statute, or otherwise shall not affect any other provisions, which shall be and remain in force and effect. Notwithstanding the foregoing, if any provision of this Conservation Easement shall be deemed invalid, unenforceable, or against public policy, the parties shall attempt to amend such provision in order to effectuate its intended purpose while curing such defect) so that the intent and purpose of such provision may as readily as possible be carried out.



4.11     Binding Effect. The provisions of this Conservation Easement shall run with the Premises in perpetuity and shall bind and be enforceable against the Grantor and all future owners and any party entitled to possession or use of the Premises or any portion thereof while such party is the owner or entitled to possession or use thereof As used in this Conservation Easement, the term “owner” includes the owner of any beneficial equity interest in the Premises or any portion thereof, the term “Grantor” includes the original Grantor, her heirs, successors and assigns, all future owners of all or any portion of the Premises, and any party entitled to possession or use thereof, and the term “Grantee” includes the original Grantee and its successors and assigns. Notwithstanding the foregoing, upon any transfer of title, the transferor shall cease being a Grantor or owner for purposes of this Conservation Easement and shall have no further responsibility or liability hereunder for acts done or conditions arising thereafter, but the transfer shall remain liable for earlier acts and conditions.



4.12     Continuity. In addition to the other limitations on assignment set forth herein, Grantee agrees that it will assign this Conservation Easement only to an assignee that agrees to continue to carry out the conservation purposes of this Conservation Easement as defined in ECL Article 49, Title 3. Any assignee other than a governmental entity must be able to administer and enforce this Conservation Easement and have purposes similar to those of Grantee. If the Grantee ever ceases to exist or no longer qualifies under ECL Article 49, Title 3, a court of competent jurisdiction shall determine the assignee.



4.13     Inspection. The Grantee and its duly authorized representatives shall have the right to enter the Premises at reasonable times, in a reasonable manner, and after giving reasonable notice, to inspect for compliance with the terms of this Conservation Easement.



4.14     Extinguishment. If a subsequent unexpected change in the conditions surrounding the Premises make it impossible or impractical to continue the use of the Premises for conservation purposes and results in the extinguishment of this Conservation Easement, then upon the subsequent sale, exchange or involuntary conversion by the Grantor (unless State law provides that the Grantors are entitled to the full proceeds there from without regard to the terms of this Conservation Easement), the Grantee shall be entitled to that portion of the proceeds equal to the proportionate value that the conservation restrictions hereby created at the date hereof bears to the value of the Premises as a whole at the date hereof, provided, however, that to the extent any new improvements have been constructed on the Premises since the date of this Conservation Easement which adds value to the Premises, Grantor shall first be compensated out of the proceeds of the sale for the fair market value of such improvements (as of the date of such sale, exchange or conveyance) before the remaining proceeds are divided in the manner herein provided.  Grantee agrees to use its share of such proceeds in a manner consistent with the conservation purposes of this Conservation Easement.







IN WITNESS WHEREOF, the parties have set their hands on the date first written above.



Grantor:                                                         Grantee:









______________________                          ___________________________

Schoharie Land Trust, Inc.
By:
Title:





Exhibits:   Exhibit A (property description);















STATE OF NEW YORK                  )
) ss.:

COUNTY OF



On the day of______________ in the year , before me, the undersigned personally appeared , personally knowledge to or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in h capacity, and that by h signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.





Notary Public





STATE OF NEW YORK                  )
)
COUNTY OF                                    )



On the day of______________ in the year , before me, the undersigned personally appeared , personally known to or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in h capacity, and that by h signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.





Notary Public



After recording, please return to:





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#2



Agricultural Conservation Easement for

_________________ Farm

__________________, New York



DEED OF AGRICULTURAL CONSERVATION EASEMENT



THIS AGRICULTURAL CONSERVATION EASEMENT ("Easement") is granted this _____ day of _______________ 2002, by _______________ (“Grantor”) to the Schoharie Land Trust, Inc. a 501c 3 nonprofit corporation with a principal place of business in Cobleskill, NY  (“Grantee”).



W I T N E S S E T H:



Grantor is the owner of certain agricultural real property in ______________ County, New York comprising _____________ acres, more or less, as more particularly described in Exhibit A attached hereto (the "Property").



Grantee is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and meets the requirements of Section 509(a)(2) of the Code.  Grantee is a "qualified organization," as such term is defined in Section 170(h)(3) of the Code, and is qualified to hold conservation easements under the laws of the State of New York.



Grantor wishes to convey to Grantee, for conservation purposes, a perpetual restriction on the use, which may be made of the Property.



The Property consists primarily of productive agricultural and forested land.  The majority of the soils on the Property have been classified as prime or of statewide importance by the Natural Resources Conservation Service, U.S. Department of Agriculture.  The primary purpose of this Easement is to protect the agricultural soils, agricultural viability, and agricultural productivity of the Property in perpetuity.



The grant of this Easement will also serve the following "conservation purposes," as such term is defined in Section 170(h)(4)(A) of the Code:



·                 The preservation of open space, including farmland, where such preservation is pursuant to the following clearly delineated governmental conservation policies and will yield a significant public benefit:



The Farmland Protection Policy Act, P.L. 97-98, 7 U.S.C. Section 4201, et seq., whose purpose is "to minimize the extent to which Federal programs and policies contribute to the unnecessary and irreversible conversion of farmland to nonagricultural uses, and to assure that Federal programs are administered in a manner that, to the extent practicable, will be compatible with State, unit of local government and private programs and policies to protect farmland", and



Article 14 of the New York State Constitution, which states that “the policy of this state shall be to conserve and protect its natural resources and scenic beauty and encourage the development and improvement of its agricultural lands for the production of food and other agricultural products”; and



Article 25-AA, Section 300, of the New York Agriculture and Markets Law, which states, in part, that “it is hereby found and declared that many of the agricultural lands in New York State are in jeopardy of being lost for any agricultural purposes,    [and that] it is the declared policy of the state to conserve, protect and encourage the development and improvement of its agricultural land for the production of foods and other agricultural products”; and



Article 25-AAA, Section 321 of the New York Agriculture and Markets Law which states, in part, that “it is hereby found and declared that agricultural lands are irreplaceable state assets,… [and] it is therefore declared the policy of the state to promote local initiatives for agricultural and farmland protection”, and



Article 49, Title 3, Section 49-0301 of the New York Environmental Conservation Law, which authorizes conservation easements which are intended to: "implement the state policy of conserving, preserving and protecting environmental assets and natural and manmade resources, the preservation of open spaces, the preservation, development and improvement of agricultural and forest lands", and



·                 The preservation of open space where such preservation is for the scenic enjoyment of the general public from _______________________ in the Town of ____________ and will yield a significant public benefit.



·                 The protection of a relatively natural habitat for [describe wildlife or plants].



·                 The preservation of a land area of historic importance due to the historic significance of the farm. [describe historic importance, if any]



The current use of the Property for agricultural production and its current improvements are consistent with the foregoing “conservation purposes,” and the agricultural, open space, scenic and historic resources of the Property are collectively referred to herein as the “Conservation Values” of the Property.



Grantor intends that the agricultural and other Conservation Values of the Property be preserved and maintained, and Grantor intends to convey to Grantee hereby the right to preserve and protect the agricultural and other Conservation Values of the Property in perpetuity.



NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, terms, conditions and restrictions contained herein, the parties agree as follows:



1. Grant of Agricultural Conservation Easement



Grantor hereby voluntarily grants and conveys to Grantee, and Grantee hereby voluntarily accepts, a perpetual Agricultural Conservation Easement, an immediately vested interest in real property defined by N.Y. Environmental Conservation Law, Art.  49, Title 3, Sec. 49-0303 of the nature and character described herein.  Grantor will neither perform, nor knowingly allow others to perform, any act on or affecting the Property that is inconsistent with the covenants contained herein.  Grantor authorizes Grantee to enforce these covenants in the manner described below.



2. Statement of Purpose



The primary purpose of this Easement is to protect the agricultural soils, agricultural viability, and agricultural productivity of the Property in perpetuity.  No activity which shall significantly impair the actual or potential use of the Property for agricultural production shall be permitted.  To the extent that the preservation and protection of the additional Conservation Values of the Property referenced above is consistent with the primary purpose of protecting the agricultural soils, agricultural viability, and agricultural productivity of the Property in perpetuity, it is also the purpose of this Easement to protect those additional Conservation Values of the Property, and to such extent, no activity which shall significantly impair those additional Conservation Values of the Property shall be permitted.



3. Rights and Responsibilities Retained by Grantor



Notwithstanding any provisions of this Easement to the contrary, Grantor reserves all customary rights and privileges of ownership, including the rights to sell, lease, and devise the Property, as well as any other rights consistent with the Statement of Purpose set forth in Paragraph 2 above and not specifically prohibited or limited by this Easement.  Unless otherwise specified below, nothing in this Easement shall require Grantor to take any action to restore the condition of the Property after any Act of God or other event over which Grantor had no control.  Nothing in this Easement relieves Grantor of any obligation with respect to the Property or restriction on the use of the Property imposed by law.



4. Right to Use Property for Agricultural Production



Grantor retains the right to use the Property for agricultural production, or to permit others to use the Property for agricultural production, in accordance with applicable law.



As used herein, “agricultural production” shall mean the production, processing, storage or retail marketing of crops, livestock, and livestock products.   For purposes hereof, crops, livestock and livestock products include, but are not limited to:



(a) crops commonly found in the community surrounding the Property;



(b) field crops, including corn, wheat, oats, rye, barley, hay, potatoes, cotton, tobacco, herbs and dry beans;



(c) fruits, including apples, peaches, grapes, cherries, nuts and berries;



(d) vegetables, including lettuce, tomatoes, snap beans, cabbage, carrots, beets, onions, mushrooms, and soybeans;



(e) horticultural specialties, including sod, seeds, nursery stock, ornamental shrubs, ornamental trees, Christmas trees and flowers;



(f) livestock and livestock products, including dairy cattle, beef cattle, sheep, swine, goats, horses, poultry, fur bearing animals, bees, milk and other dairy products, eggs and furs;



(g) timber, wood, and other wood products derived from trees; and



(h) aquatic plants and animals and their byproducts.



5. Right to Privacy



Grantor retains the right to privacy and the right to exclude any member of the public from trespassing on the Property.



6. Right to Use the Property for Customary Rural Enterprises



Grantor retains the right to use the Property for otherwise lawful and customary rural enterprises, such as, but not limited to, processing, packaging and marketing of farm products; farm machinery repair; sawmills; and maple sugar production or firewood distribution, so long as such uses are confined to locations within the “Farmstead Area” identified on the map attached as Exhibit B or are otherwise permitted by Grantee.



7. Right to Use the Property for Recreational Purposes



Grantor retains the right to use the Property for otherwise lawful recreational uses, including, but not limited to, hunting, fishing, cross-country skiing and snowmobiling.  [Commercial recreational activities that exceed the de minimis standard set forth in Section 2031 (c)(8)(B) of the code are prohibited.]



8. Permission of Grantee



Where Grantor is required to obtain Grantee's permission or approval for a proposed action hereunder, said permission or approval (a) shall not be unreasonably delayed by Grantee, (b) shall be sought and given in writing, and (c) shall in all cases be obtained by Grantor prior to Grantor's taking the proposed action.  Grantee shall grant permission or approval to Grantor only where Grantee, acting in Grantee's sole reasonable discretion and in good faith, determines that the proposed action will not substantially diminish or impair the Conservation Values of the Property.  Grantee shall not be liable for any failure to grant permission or approval to Grantor hereunder.



9. Procedure to Construct Buildings and Other Improvements



Except as otherwise provided herein, Grantor may undertake construction, reconstruction, or other improvement of the Property only as provided below.  Grantor shall advise Grantee prior to undertaking any construction, reconstruction or other improvement of single-family dwellings or recreational improvements on the Property as permitted herein, so as to enable Grantee to review the proposed activity for compliance with the terms hereof.



(a) Fences -- Existing fences may be repaired and replaced, and new fences may be built on the Property for purposes of reasonable and customary management of livestock and wildlife.



(b) Existing Agricultural Structures and Improvements -- Existing agricultural structures and improvements may be repaired, reasonably enlarged and replaced at their current locations, which are shown on Exhibit B “Farmstead Area”.  (Size of envelope to be based on existing farmstead area)



(c) New Agricultural Structures and Improvements -- New buildings and other structures and improvements to be used primarily for agricultural purposes may be built on the Property within the " Farmstead Area " identified on Exhibit B.  New agricultural buildings, structures or improvements proposed for locations outside the " Farmstead Area" may be built only with the permission of the Grantee.  The " Farmstead Area " shall not exceed 5 acres in size.



(d) New Farm Support Housing --New dwellings or structures to be used to house farm tenants, employees or others engaged in agricultural production on the Property ("Farm Support Housing") may be built on the Property, provided they are located within the " Farmstead Area" described in Exhibit B and in an area not larger than 1 acre in size to be approved by the Grantee.



(e) Existing Single-Family Residential Dwellings -- All existing single-family residential dwellings may be repaired, reasonably enlarged and replaced at their current locations, which are shown on Exhibit B in the "Farmstead Area".



(f)) Existing Recreational Improvements -- All existing recreational improvements, if any, may be repaired, reasonably enlarged or replaced at their current locations, which are shown on Exhibit B.



(g) New Recreational Improvements -- New recreational improvements may be built within the area identified as "Farmstead Area" on Exhibit B. Any new recreational improvements proposed for locations outside the area identified as "Farmstead Area" on Exhibit B may be built only with the permission of Grantee.  Under no circumstances shall athletic fields, golf courses or ranges, commercial airstrips, commercial helicopter pads be constructed on the Property.



(h) Utility Services and Septic Systems -- Wires, lines, pipes, cables or other facilities providing electrical, gas, water, sewer, communications, or other utility services to the improvements permitted herein may be installed, maintained, repaired, removed, relocated and replaced, and Grantor may grant easements over and under the Property for such purposes.  Septic or other underground sanitary systems serving the improvements permitted herein may be installed, maintained, repaired or improved.



(i) Ancillary Improvements -- Other improvements, including, but not limited to, small-scale facilities for the generation and transmission of electrical power, may be built on the Property only with the permission of Grantee.



10. Maintenance and Improvement of Water Sources



Grantor maintains the right to use, maintain, establish, construct, and improve water sources, watercourses and water bodies within the Property for the uses permitted by this Easement, provided that Grantor does not impair the natural course of the surface water drainage or runoff flowing over the Property.  Grantor may alter the natural flow of water over the Property in order to improve drainage of agricultural soils, reduce soil erosion, or improve the agricultural or forest management potential of the Property, provided such alteration is consistent with the conservation purposes of this Easement and is carried out in accordance with law.  The construction of ponds and reservoirs shall be permitted only with permission of Grantee.



11. Water Rights



The Property subject to this Easement includes all water and water rights, ditches and ditch rights, springs and spring rights, reservoir and storage rights, wells and groundwater rights, and other rights in and to the use of water historically used on or otherwise appurtenant to the Property (collectively, the “Water Rights”).



Grantor shall not transfer, encumber, sell, lease or otherwise separate the Water rights for the Property or change the historic use of the Water Rights without the consent of Grantee.   Grantor shall not abandon or allow the abandonment of, by action or inaction, any of the Water Rights without the consent of Grantee.



12. Subdivision



The Property is currently comprised of one legal parcel.  Subdivision of the Property, recording of a subdivision plan, partition of the Property, or any other attempt to divide the Property into two or more legal parcels without the permission of Grantee is prohibited.



13. Conservation Practices



All agricultural operations on the Property shall be conducted in a manner consistent with a conservation plan prepared by the U.S. Department of Agriculture, Natural Resources Conservation Service (NRCS), or its successor, utilizing the standards and specifications of the NRCS field office technical guide.  This plan shall be updated periodically, and in any event any time the basic type of agricultural operation on the Property changes or ownership of the Property changes, and shall provide for management of the Property in a manner consistent with generally accepted “Best Management Practices,” as those practices may be identified from time to time by appropriate governmental or educational institutions, and in a manner not wasteful of soil resources or detrimental to water quality or conservation. All agricultural operations shall be conducted in accordance with applicable law.



14. Application of Waste Materials



The land application, storage and placement on the Property of domestic septic effluent and municipal, commercial or industrial sewage sludge or liquid generated from such sources for agricultural production purposes may be undertaken only if in accordance with applicable law and only if a qualified professional environmental consultant certifies in writing that the application of said materials will not substantially diminish the viability and productivity of the agricultural soils on the Property.



15. Forest Management



The cutting, removal or harvesting of trees, including clearing land for cultivation, use of livestock, or commercial timber harvesting, may be undertaken only if consistent with the plan described in Paragraph 13 above, and consistent with generally accepted "Best Management Practices," as those practices identified from time to time by appropriate governmental or educational institutions, and in a manner not wasteful of soil resources or detrimental to water quality or conservation.  All forestry operations shall be conducted in accordance with applicable law.  Trees may be removed for sale, cut and otherwise managed to control insects and disease, to prevent personal injury and property damage, for firewood for domestic use in the dwellings on the Property, and for construction of permitted improvements and fences on the Property.



16. Mining and On-Site Extractive Activity



Exploration for, or development and extraction of, minerals and hydrocarbons on or from the Property by any method is prohibited, except as otherwise provided herein.  Grantor may remove sand and gravel from the Property, provided said removal is: (a) limited and localized in impact, affecting no more than two acres of the Property in the aggregate at any time; (b) not irremediably destructive of significant conservation interests; and (c) reasonably necessary for, and incidental to, carrying out the improvements and agricultural production uses permitted on the Property by this Easement.  Grantor may undertake subsurface mineral and hydrocarbon exploration, development and extraction activities only with the approval of Grantee, which may be conditioned upon the posting of a bond.  Grantor shall use all practical means to mitigate any adverse effect on the Conservation Values of the Property in carrying out any permitted extractive activities, and upon completion of said permitted extractive activities, Grantor shall promptly restore any portion of the Property affected thereby as nearly as possible to its condition existing prior to commencement thereof.



17. Paving and Road Construction



Other than roads and barnyard areas indicated within the " Farmstead Area", no portion of the Property shall be paved or otherwise covered with concrete, asphalt, or any other impervious paving material, without the permission of Grantee.  Construction and maintenance of unpaved farm roads that may be reasonably necessary and incidental to carrying out the improvements and uses permitted on the Property by this Easement are permitted.  Any paved roads or areas permitted herein must be reasonably necessary and incidental to carrying out the improvements and uses permitted by this easement.



Notwithstanding the foregoing, a limited portion of the Property may be covered with impervious paving material without the permission of Grantee if such paving is consistent with the conservation plan described in paragraph 13 above, or is required by law.



18. Dumping and Trash



No trash, refuse, vehicle bodies or parts, rubbish, debris, junk, waste, or radioactive or hazardous waste, shall be placed, stored, dumped, buried or permitted to remain on the Property, except as reasonably required for the use of the Property as permitted herein, and except in accordance with applicable law.  The storage of agricultural products, byproducts and agricultural equipment on the Property in accordance with applicable law is permitted.



19. Ongoing Responsibilities of Grantor and Grantee



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 obligations of Grantor as owner of the Property, including, but not limited to, the following:



(a) Taxes -- 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.



(b) Upkeep and Maintenance -- Grantor shall be solely responsible for the upkeep and maintenance of the Property, to the extent required by law.  Grantee shall have no obligation for the upkeep or maintenance of the Property.



(c) Liability and Indemnification – Grantor shall indemnify Grantee against, and hold Grantee harmless from, any and all loss, cost, claim, liability, or expense (including reasonable attorneys' fees) arising from or with respect to the Property, unless due to the gross negligence or willful misconduct of Grantee.  Grantor shall keep the Property insured with comprehensive general liability insurance against claims for personal injury, death and property damage, cause Grantee to be named as an additional insured party on all such insurance policies, and provide evidence of such insurance to Grantee promptly upon request.



20. Extinguishment of Development Rights



Except as otherwise reserved to the Grantor in this Easement, all development rights appurtenant to the Property are hereby released, terminated and extinguished, and may not be used on or transferred to any portion of the Property as it now or hereafter may be bounded or described, or to any other property adjacent or otherwise, or used for the purpose of calculating permissible lot yield of the Property or any other property.



21. Baseline Documentation



The conservation values of the Property and its current use and state of improvement are described in a Present Conditions Report (the “Report”) prepared by Grantee with the cooperation of Grantor.  Grantor and Grantee have copies of the Report, and acknowledge that the Report is accurate as of the date of this Easement.  The Report may be used by Grantee to establish that a change in the use or character of the Property has occurred, but its existence shall not preclude the use by Grantee of other evidence to establish the condition of the Property as of the date of this Easement.



22. Enforcement



Grantee shall have the right to enter upon the Property upon reasonable advance notice to Grantor for the purpose of inspecting for compliance with the terms of this Easement.  If Grantee determines that a violation of this Easement has occurred, Grantee shall so notify Grantor, giving Grantor thirty (30) days to cure the violation.



Notwithstanding the foregoing, where Grantee in Grantee's sole discretion determines that an ongoing or threatened violation could irreversibly diminish or impair the Conservation Values of the Property, Grantee may bring an action to enjoin the violation, ex parte if necessary, through temporary or permanent injunction.



In addition to injunctive relief, Grantee shall be entitled to seek the following remedies in the event of a violation:



(a) money damages, including damages for the loss of the Conservation Values protected by this Easement; and



(b) restoration of the Property to its condition existing prior to such violation, including the removal of offending structures.



Said remedies shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity.  In any case where a court finds that a violation has occurred, Grantor shall reimburse Grantee for all its expenses incurred in stopping and correcting the violation, including, but not limited to, reasonable attorneys’ fees.  The failure of Grantee to discover a violation or to take immediate legal action shall not bar Grantee from doing so at a later time.  In any case where a court finds no violation has occurred, each party shall bear its own costs.



23. Transfer of Easement



Grantee shall have the right to transfer this Easement to any private nonprofit organization or public agency that, at the time of transfer, is a "qualified organization" under Section 170(h) of the Code and under [applicable state Easement enabling statute], provided the transferee expressly agrees to assume the responsibility imposed on Grantee by this Easement.  If Grantee ever ceases to exist or no longer qualifies under Section 170(h) of the Code, or applicable state law, a court of competent jurisdiction shall transfer this Easement to another qualified organization having similar purposes that agrees to assume the responsibilities imposed by this Easement.



24. Transfer of Property



Grantor agrees to incorporate by reference the terms of this Easement in any deed or other legal instrument by which it transfers or divests itself of any interest, including, without limitation, a leasehold interest, in all or a portion of the Property.  Grantor shall notify Grantee in writing at least thirty (30) days before conveying the Property, or any part thereof or interest therein, to any third party.  Failure of Grantor to do so shall not impair the validity of this Easement or limit its enforceability in any way.



25. Amendment of Easement



This Easement may be amended only with the written consent of Grantee and Grantor.  Any such amendment shall be consistent with the Statement of Purpose of this Easement and with Grantee's easement amendment policies, and shall comply with Section 170(h) of the Code or any regulations promulgated in accordance with that section.

Any such amendment shall also be consistent with the N.Y. Environmental Conservation Law, or any regulations promulgated pursuant to that law.  Any such amendment shall be duly recorded.



26. Extinguishment



A court with jurisdiction may, if it determines that conditions surrounding the Property have changed so much that it becomes impossible or impractical to fulfill the Statement of Purpose of this Easement, extinguish or modify this Easement in accordance with applicable law, at the joint request of both Grantor and Grantee.  If this Easement is extinguished by judicial proceeding, Grantee shall be entitled to a portion of the proceeds from any subsequent sale or other disposition of the Property, calculated in accordance with Section 27 below.  Grantee shall use its portion of said proceeds in a manner consistent with the Statement of Purpose of this Easement.



27. Proceeds



The grant of this Easement gives rise to a property right, immediately vested in Grantee, which, for purposes of calculating proceeds from a sale or other disposition of the Property as contemplated under Paragraph 26 above, shall have a value equal to a percentage (the "Proportionate Share") of the value of the Property unencumbered by this Easement.  The Proportionate Share shall be determined by dividing the value of this Easement, calculated as of the date hereof, by the unencumbered value of the Property, also calculated as of the date hereof.  The Proportionate Share is ______________.  The Proportionate Share shall remain constant.



Unless state law provides otherwise, if this Easement is terminated and the Property is subsequently sold, exchanged, or taken by exercise of the power of eminent domain then, as required by Treas. Reg. Sec. 1.170A-14(g)(6), Grantee shall be entitled to a portion of the proceeds from such sale, exchange or condemnation equal to the Proportionate Share.



All expenses related to the termination of this Easement shall be paid out of any recovered proceeds prior to distribution of the net proceeds as provided above.



28. Procedure in the Event of Taking by Eminent Domain



If this Easement is taken, in whole or in part, by exercise of the power of eminent domain, Grantee shall be entitled to compensation in accordance with applicable law (note: see paragraph 27 above).



29. Interpretation



This Easement shall be interpreted under the laws of the State of New York.  Any general rule of construction to the contrary notwithstanding, this Easement shall be liberally construed to effect the Statement of Purpose of this Easement.  If any provision in this Easement is found to be ambiguous, an interpretation consistent with the Statement of Purpose of this Easement that would render the provision valid shall be favored over any interpretation that would render it invalid.



30. Successors



Every provision of this Easement that applies to Grantor or Grantee shall be binding on and inure to the benefit of the parties and their respective agents, heirs, executors, administrators, assigns, and other successors in interest, and shall continue as a servitude running in perpetuity with the Property.



31. Severability



Invalidity of any of the covenants, terms or conditions of this Easement, or any part thereof, by court order or judgment shall in no way affect the validity of any of the other provisions hereof which shall remain in full force and effect.



32. Notices



Any notices required by this Easement shall be in writing and shall be personally delivered or sent by first class mail, to Grantor and Grantee respectively at the following addresses, or to such other addresses as the parties may designate by notice:



To Grantor:



____________________

____________________

____________________



To Grantee:





Schoharie Land Trust, Inc

PO Box 482

Cobleskill, NY 12043



33. Grantor's Title Warranty



Grantor warrants that it has good and sufficient title to the Property, free from all encumbrances except those set forth in Exhibit C or D, and hereby promises to defend the same against all claims that may be made against it.  All holders of liens of other encumbrances arising from borrowing have agreed to subordinate their interests in the Property to this Easement, as indicated in Exhibit C or D.



34. Subsequent Liens on Property



No provisions of this Easement should be construed as impairing the ability of Grantor to use this Property as collateral for future indebtedness.



35. Subsequent Encumbrances



The grant of any easements or use restrictions that might diminish or impair the agricultural viability or productivity of the Property or otherwise diminish or impair the Statement of Purpose of this Easement is prohibited, except with the permission of Grantee.



36. Grantor's Environmental Warranty



Nothing in this Easement shall be construed as giving rise to any right or ability in Grantee to exercise physical or management control over the day-to-day operations of the Property, or any of Grantor’s activities on the Property, or otherwise to become an operator with respect to the Property within the meaning of The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA) or any corresponding state and local statute or ordinance.



Grantor warrants that it has no actual knowledge of a release or threatened release of hazardous substances or wastes on the Property, as such substances and wastes are defined by applicable law, and hereby promises to indemnify Grantee against, and hold Grantee harmless from, any and all loss, cost, claim (without regard to its merit), liability or expense (including reasonable attorneys' fees) arising from or with respect to any release of hazardous waste or violation of environmental laws.



If at any time after the effective date of this Easement there occurs a release in, on, or about the property of any substance now or hereafter defined, listed, or otherwise classified pursuant to any federal, state, or local law, regulation, or requirement as hazardous, toxic, polluting, or otherwise contaminating to the air, water, or soil, or in any way harmful or threatening to human health or the environment, Grantor agrees to take all steps that may be required under federal, state, or local law necessary to assure its containment and remediation, including any cleanup.



37. Perpetuation of Easement



Except as expressly otherwise provided herein, this Easement shall be of perpetual duration, and no merger of title, estate or interest shall be deemed effected by any previous, contemporaneous, or subsequent deed, grant, or assignment of an interest or estate in the Property, or any portion thereof, to Grantee, it being the express intent of the parties that this Easement not be extinguished by, or merged into, any other interest or estate in the Property now or hereafter held by Grantee.



38. Waiver



No waiver by Grantee of any default, or breach hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default or breach hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.  No waiver shall be binding unless executed in writing by the party making the waiver.



39. Acceptance



As attested by the Seal of Schoharie Land Trust and the signature of its President affixed hereto, Grantee hereby accepts the rights and responsibilities conveyed by this Easement.



TO HAVE AND TO HOLD this Agricultural Conservation Easement unto Grantee, its successors and assigns, forever.



IN WITNESS WHEREOF, Grantor and Grantee, intending to be legally bound hereby, have hereunto set their hands on the date first above written.



Witness:                                                                       ______________                              





_______________________                          By:__________________________







Accepted:



Witness:                                               SCHOHARIE LAND TRUST, INC.





_______________________                          By:___________________________

Name:___________

Title: President







Exhibit A (The Property) Attached

Exhibit B (Map) Attached

Exhibit C (Water Rights) Attached [Optional]

Exhibit D (Prior Encumbrances) Attached





Acknowledgements:



County of                 )

State of New York), ss:





Personally appeared before me _________ on this _____ day of _______________, 200_, and acknowledged that all material statements of fact in the foregoing Deed of Agricultural Conservation Easement are true to the best of his/her knowledge and belief, and that the execution of said Deed of Agricultural Conservation Easement is his/her free act and deed.





___________________________

Notary Public      (SEAL)

My commission expires:



County of                   )

State of New York), ss:





Personally appeared before me_______________ on this _____ day of _______________, 200_, and acknowledged that all material statements of fact in the foregoing Deed of Agricultural Conservation Easement are true to the best of his/her knowledge and belief, and that the execution of said Deed is his/her free act and deed.



___________________________

Notary Public      (SEAL)

My commission expires:





#######################################################################



#3



CONSERVATION EASEMENT



THIS GRANT DEED OF CONSERVATION EASEMENT is made



this day of ______________ 2OO__, by and between



_________________________________(hereinafter the "Grantors"), residing at ______________________





in favor of the SCHOHARIE LAND TRUST, INC., a nonprofit New York corporation qualified to do business in New York, having an address at P. 0. BOX 482, Cobleskill, New York Hereinafter the "Grantee").



WITNESSETH:



WHEREAS:



1.               The Grantors are the owners in fee simple of the property ("Property") described in a deed from __________________________ to the Grantors dated ___________ and recorded in the Schoharie County Clerk's office in Book ______, Page ______________.  The Property consists of approximately _____ acres of land together with buildings and other improvements, and is located in the Town of ____________, County of _____________, and State of New York.



2.               The Property is primarily: ____________________________________________ It has outstanding scenic qualities that can be enjoyed by the general public.  The Property possesses natural, scenic and open space values, (collectively, "conservation values") that are important to the Grantors, the Grantee, and the public.



3.               The Property, its current use and state of improvement as of the date of this easement, are described in the "Present Conditions Report", which was prepared by the Grantee with the cooperation of the Grantor, and acknowledged by both to be complete and accurate as of the date of this easement.  This report is filed with both the Grantors and the Grantee.  It will be used by the Grantee to assure that any future changes in the use of the Property will be consistent with the terms of this easement.  This report, however, does not preclude the use of other evidence to establish the condition of the Property at the time of this easement.



4.               Grantors intend for the Conservation values of the Property to be conserved and preserved through the restrictions described below.  Specifically, the Grantors intend to make a charitable gift of the property interest conveyed by this easement to the Grantee for the purpose of assuring that the Conservation values of the Property will be wisely used and maintained forever, and that the uses of the Property that are inconsistent with these purposes of this easement will not occur.



5.               Grantee is a publicly supported, tax-exempt, nonprofit organization, qualified under Section 501(c)(3) and 17O(h) of the Internal Revenue Code, whose primary purpose is conservation or enhancement of land in its natural, scenic and agricultural condition.



6.               Grantee agrees that by accepting this grant to honor the intentions of Grantors stated herein and to conserve and protect in perpetuity the conservation values of the Property for the benefit of this generation and the generations to come.



NOW, THEREFORE, in consideration of the above and the mutual covenants, terms, conditions, and restrictions contained herein, and pursuant to the laws of the State of New York, and in particular Article 49 of the Environmental Conservation Law (ECL), Grantors hereby voluntarily grant and convey to Grantee a conservation easement in perpetuity over the Property of the nature and character and to the extent hereinafter set forth.



1.               Purposes.  It is the purpose of this easement to conserve and protect the open space character, wildlife habitat and scenic qualities of the Property.  The Grantors intend that this easement will confine the use of the Property to such uses that are consistent with this purpose.



2.               Rights of Grantee.  To accomplish the purpose of this easement the following general rights are conveyed to the Grantee:



2.1.Protect Conservation Values: To conserve and protect the conservation values of the _________________



2.2.Enter Property: To enter upon the Property at reasonable times to monitor the Grantor's compliance with and otherwise enforce the terms of this easement; provided that such entry shall be upon reasonable notice to the Grantors, and Grantee shall not unreasonably interfere with Grantor's use and quiet enjoyment of the Property; and



2.3.Enforce Terms of Easement: To prevent any activity on or use of the Property that is inconsistent with the purpose of this easement and to require the restoration of such areas or features of the Property that may be damaged by any inconsistent activity or use.



3.               Prohibited Uses.



3.1.Buildings and Other Structures  The construction or reconstruction of any building or other structure is prohibited except in the Excepted Area as follows:



3.1.1.         Definition of the Excepted Area: __________________________________

3.1.2.         Structures: All existing principal buildings and accessory structures in the Excepted Area may be repaired or replaced without permission of the Grantee.  No more than one new single-family home may be built in the Excepted Area.  No trailers, mobile homes or other moveable structures shall be permitted as residences on the Property and all residential dwelling(s) shall have permanent foundations or concrete slabs.

3.1.3.         Fences.  The construction and maintenance of fences shall not be permitted on the Property except in the Excepted Area or only for purposes of reasonable and customary management of livestock and wildlife.



3.2.Commercial Uses:  Any commercial enterprise operated outside of the residential dwelling(s) or accessory structures is prohibited without the advance written permission of the Grantee.  The Grantee shall give such permission within a reasonable time (90 days), unless it determines that the proposed commercial enterprise impairs the conservation values of the Property.  No commercial activity shall be permitted on the Property which may materially impair the quality of ground or surface waters, air, or soil.



3.3.Mining.The mining or extraction of soil, sand, gravel, rock, oil, natural gas, fuel, or any other mineral substance is prohibited.



3.4.Grazing. Grazing of livestock shall be permitted on all land with the following exceptions:



3.4.1.         Wetlands. Grazing of any wetlands as defined by the New York State Department of Environmental Conservation or US Army Corp of Engineers shall not be allowed.

3.4.2.         Woodlands. Grazing of any woodlands shall not be allowed except by agreement with Grantee under the following conditions:

3.4.2.1.      a portion of the woodlands to provide shade and shelter for livestock and/or

3.4.2.2.      a portion of the woodlands to create access for livestock to move from one grazing area to another

3.4.3.         Streams and Waterways. Livestock shall not be allowed access to streams and waterways, unless Grantor demonstrates such access does not significantly impact stream and waterway banks

3.4.4.         Fragile Environments and Historic Sites. Grantee reserves the right to restrict grazing within areas it designates as fragile environments or historic sites.  Such places include but are not limited to special wildlife habitat, unusual plants, family cemeteries.



3.5.Paving and Road Construction. No portion off the Property shall be paved or otherwise be covered with concrete, asphalt, gravel or any other paving material, nor shall any road for access or other purposes be constructed except within the Excepted Area.  Temporary logging skid trails may be constructed for timber harvesting carried out under a forest management plan as more fully described in paragraph 4(c) below, provided such trails are restored to their original condition.



3.6.Trash and Unregistered Motor Vehicles. The dumping or accumulation of any kind of trash, refuse on the Property is prohibited.  This shall not prevent the storage of normal quantities of domestic trash on the Property, so long as it is done in accordance with all applicable government laws and regulations.  Burning or combustion of trash or refuse, with the exception of clean wood on the Property is prohibited.  No more than two (2) unregistered motor vehicles per residence shall be stored outside of buildings on the Property.  No motor vehicle shall be stored on the Property except within the Excepted Area.



3.7.Wetlands and water Bodies. All wetlands and water bodies on the Property, including but not limited to swamps, bogs, perennially wet fields, ponds and watercourses, shall remain undisturbed by human activities.  'These areas shall not be drained, filled, excavated, diverted, used for agricultural purposes such as grazing or tilling, or otherwise altered except with the written permission of the Grantee.



3.8.Subdivision. Subdivision of the property is prohibited.



4.               Reserved Rights. The Grantors reserve to themselves and their personal representatives, heirs, successors, and assigns, all rights accruing from their ownership of the Property, including the right to engage in, or permit or invite others to engage in all uses of the Property that are not expressly prohibited herein and that are not inconsistent with purpose of this easement.  This specifically includes the following rights.



4.1.Buildings. To replace in-kind and in its current location any building in existence on the Property at the time of this grant,

4.2.Accessory Uses. and to carry on accessory uses to the principal residential use of the Property.



4.3.Cut Trees. To cut trees to prevent personal injury and property damage and for domestic use.  Trees may also be cut to control insects and disease following a written plan prepared by a competent professional forester.  Commercial timber harvesting is also permitted provided it is conducted on a sustainable yield basis and in accordance with a forest management plan prepared by a New York State Department of Environmental Conservation Cooperating Consulting Forester.  The Grantors shall provide the Grantee with a copy of the commercial timber-harvesting plan sixty days (60) In advance before commencing commercial timber harvesting.



5.               Grantee's Remedies. If the Grantee determines that Grantors are in violation of the terms of this easement, or that a violation is threatened, Grantee shall give written notice to the Grantor of such violation and demand corrective action sufficient to cure the violation.  This may include restoration of the Property to its original condition.  If Grantors fail to cure the violation within thirty (30) days after receipt of such notice, or under circumstances where the violation cannot reasonably be cured within the thirty (30) day period, fail to begin curing such violation within the thirty (30) day period, or fail to continue diligently to cure such violation until finally cured, the Grantee may bring an action at law or in equity in a court of competent jurisdiction to.  (a) enforce the terms of this easement;  (b) enjoin the violation; (c) recover any damages to which it may be entitled for violation of the terms of this easement or injury to any conservation values protected by this easement and (d) require the restoration of the Property to the condition that existed prior to any such injury.  Without limiting the Grantors liability therefore, the Grantee, in its sole discretion, may apply any damages recovered to the cost of undertaking any corrective action on the Property.



If the Grantee, in its sole discretion, determines that circumstances require immediate action to prevent or mitigate damage to the Conservation values of the Property, Grantee may pursue its remedies under this paragraph without prior notice to Grantor or without waiting for the period provided for cure to expire.  Grantee's rights under this paragraph apply equally in the event of either actual or threatened violations of the terms of this easement, and the Grantors agree that the Grantee's remedies at law for any violation of any of the terms of this easement are inadequate and that Grantee shall be entitled to the injunctive relief described in this paragraph, in addition to such other relief to which Grantee may be entitled, including specific performance of the terms of this easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies.



5.1.Costs of Enforcement. Any reasonable costs incurred by Grantee in enforcing the terms of this easement against Grantors including the costs of suit and reasonable attorney's fees and any costs of restoration necessitated by Grantors violation of the terms of this easement shall be borne by them.



5.2.Grantee's Discretion.  Enforcement of the terms of this easement shall be at the discretion of the Grantee, and any forbearance by the Grantee to exercise its rights under this easement in the event of any breach of any term of this easement shall not be deemed or construed to be a waiver by the Grantee of such term or of any subsequent breach of the same or any other term of this easement or of any of the Grantee's rights under this easement.  No delay or omission by the Grantee in the exercise of any right or remedy upon any breach by Grantors' shall impair such right or remedy or be construed as a waiver.



5.3.Waiver of Certain Defenses   Grantors hereby waive any defenses of laches, estoppel, or prescription.



5.4.Acts Beyond Grantors' Control.  Nothing contained in this easement shall be construed to entitle Grantee to bring any action against Grantors for any injury to or change in the Property resulting from causes beyond Grantors control, including, without limitation, fire, flood, storm, and earth movement, or from any prudent action taken by Grantors under emergency conditions to prevent, abate, or mitigate significant injury to the Property resulting from such causes.



6. Costs and Liabilities.  The Grantors retain all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Property.



6.1.Taxes.  The Grantors shall pay before delinquency all taxes, assessments, fees, and charges of whatever description (collectively "taxes") levied on or assessed against the Property, by competent authority, including any taxes imposed upon, or incurred as a result of, this easement.  Grantors shall furnish Grantee with satisfactory evidence of payment of such taxes upon request.  Grantee is authorized but in no event obligated to make or advance any payment of taxes, upon three (3) days prior written notice to the Grantor, in accordance with any bill, statement, or estimate procured from the appropriate authority, without inquiry into the validity of the taxes or the accuracy of the bill, statement, or estimate, and the obligation created by such payment shall bear interest at the New York statutory interest rate in effect at the time.



6.2.Hold Harmless.  The Grantors shall hold harmless, indemnify, and defend Grantee and its members, directors, officers, employees, agents, and contractors and their heirs, personal representatives, successors, and assigns of each of them from and against all liabilities, penalties, costs, tosses, damages, expenses, causes of action, claims, demands, or Judgments, including, reasonable attorney's fees, arising from or in any way connected with.  (A) Injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property, regardless of cause, unless due solely to the negligence of the Grantee;   (B) The obligations specified in paragraphs 6 and 6.2 and, (C) the existence or administration of this easement.



6.3.Insurance.  Grantor shall keep the Property insured with comprehensive general liability insurance against claims for personal injury, death and property damage, cause Grantee to be named as an additional insured party on all such insurance policies, and provide evidence of such insurance to Grantee promptly upon request.





7.               Extinguishment.  If circumstances arise in the future that render the purpose of this easement impossible to accomplish, this easement can only be terminated or extinguished, whether in whole or in part, by judicial proceedings in a court of competent jurisdiction, and the amount of the proceeds to which Grantee shall be entitled, after the satisfaction of prior claims, from any sale, exchange, or involuntary conversion of all or any portion of the property subsequent to such termination or extinguishment, shall be determined, unless otherwise provided by state law at the time, in accordance with paragraph 7.1.  Grantee shall use all such proceeds in a manner consistent with the conservation purposes of this grant.



7.1.Proceeds.  This easement constitutes a real property interest immediately vested in Grantee, which, for the purposes of paragraph 7, the parties stipulate to have a fair market value determined by multiplying the fair market value of the property unencumbered by the easement (minus any increase in value after the date of this grant attributable to improvements) by the ratio of the value of the easement at the time of this grant to the value of the Property, without deduction for the value of the easement, at the time of this grant.  The values at the time 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 17O(h) of the Internal Revenue code of 1954, as amended.  For the purposes of this paragraph, the ratio of the value of the easement to the value of the property unencumbered by the easement shall remain constant.



7.2.Condemnation.  If the easement is taken, in whole or in part, by exorcise of the power of eminent domain, Grantee shall be entitled to compensation in accordance with applicable law.



8.               Assignment.  This easement is transferable, but Grantee may assign its rights and obligations under this easement only to an organization that is a qualified organization at the time of transfer under Section 17O(h) of the Internal Revenue Code of 1954, as amended, and the applicable regulations promulgated thereunder, and authorized to acquire and hold conservation easements under state statute.  As a condition of such transfer, Grantee shall require that the conservation purposes that this grant is intended to advance continue to be carried out.



9.               Subsequent Transfers.  Grantors agree to incorporate by reference the terms of this easement in any deed or other legal instrument by which they divest themselves of any interest in all or a portion of the Property, including, without limitation, a leasehold interest.  Grantors further agree to give written notice to the Grantee of the transfer of any interest at least forty-five (45) days prior to the date of such transfer.  The failure of the Grantors to perform any act required by this paragraph shall not impair the validity of this easement or limit its enforceability in any way.



10.             Subsequent Mortgage on Property.  No provision of this easement shall be construed to impair the ability of Grantors to use the Property as collateral for subsequent borrowings, provided that any mortgage or lien arising from such borrowing shall be subordinated to this easement.



11.             Estoppel Certificates.  Upon request by the Grantors, Grantee shall within forty-five (45) days execute and deliver to Grantors any document, including an estoppel certificate, which certifies Grantors' compliance with any obligation of Grantors contained in this easement and otherwise evidences the status of this easement as may be requested by the Grantors



12.             Notices.  Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other shall be in writing and either served personally or sent by first class mail, postage prepaid, addressed as either party from time to time shall designate by written notice to the other.



13.             General Provisions



13.1.Controlling Law.  The interpretation and performance of this easement shall be governed by the laws of the State of New York.



13.2.Liberal Construction.  Any general rule of construction to the contrary notwithstanding, this easement shall be liberally construed to effect its purposes and the policies and purposes of Article 49 of the Environmental Conservation Law.  If any provision of this instrument is 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 the provision invalid.



13.3.Severability.  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, or the application of such provision to persons or circumstances other than those as to which it is found to be invalid, as the case may be, shall not be affected thereby.



13.4.Entire Agreement.  This instrument sets forth the entire agreement between the parties with respect to the easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the easement, 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 13.11.



13.5.No Forfeiture.  Nothing contained herein shall result in a forfeiture or reversion of Grantors' title in any respect.



13.6.Joint Obligation.  The obligations imposed by this easement upon Grantors shall be joint and several.



13.7.Successors.  The covenants, terms, conditions, and restrictions of this easement shall be binding upon, and inure to 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.



13.8.Termination of Rights and Obligations.  A party's rights and obligations under this easement terminate upon transfer of the party's interest in the easement or Property, except that liability for acts or omissions occurring prior to transfer shall survive transfer.



13.9.Captions.  The captions in this instrument have been inserted solely for convenience of reference and are not a part of this instrument and shall have no effect upon construction or interpretation.



13.10.Counterparts.  The parties may execute this instrument in two or more counterparts, which shall, in the aggregate, be signed by both parties; each counterpart shall be deemed an original instrument as against any party who has signed it.  In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling.



13.11.Amendment.  If circumstances arise under which an amendment to or modification of this easement would be appropriate, Grantors and Grantee may jointly agree to amend this easement; provided that no amendment shall be allowed that affects the qualification of this easement or the tax exempt status of Grantee under any applicable laws, including Article 49 of the Environmental Conservation Law, or section 17O(h) of the Internal Revenue Code of 1954, as amended, and any amendment shall be consistent with the purposes of this easement, and shall not affect its perpetual duration.



IN WITNESS WHEREOF, Grantor and Grantee, intending to be legally bound hereby, have hereunto set their hands on the date first above written.





Grantor.



__________________________________________________________________

Name of Grantor



Grantee.

SCHOHARIE LAND TRUST, INC.



__________________________________________________________________

for Schoharie Land Trust, Inc.





STATE OF NEW YORK     )

)ss..

COUNTY OF                       )



On the ____ day of _________in the year 20___, before me, the undersigned, personally appeared ____________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity (ies), and that by his/her/their signature(s) on the instrument, the individual(s) or person upon behalf of which the individual(s) acted, executed the instrument.



___________________________________

Notary Public





STATE OF NEW YORK     )

)ss..

COUNTY OF                       )



On the ____ day of _________in the year 20___, before me, the undersigned, personally appeared ____________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity (ies), and that by his/her/their signature(s) on the instrument, the individual(s) or person upon behalf of which the individual(s) acted, executed the instrument.



___________________________________

Notary Public





#######################################################################

#4





CONSERVATION EASEMENT



THIS GRANT DEED OF CONSERVATION EASEMENT is made



this day of ______________ 2OO__, by and between



_________________________________(hereinafter the "Grantors"), residing at ______________________





in favor of the SCHOHARIE LAND TRUST, INC., a nonprofit New York corporation qualified to do business in New York, having an address at P. 0. BOX 482, Cobleskill, New York Hereinafter the "Grantee").



WITNESSETH:



WHEREAS:



1.               The Grantors are the owners in fee simple of the property ("Property") described in a deed from __________________________ to the Grantors dated ___________ and recorded in the Schoharie County Clerk's office in Book ______, Page ______________.  The Property consists of approximately _____ acres of land together with buildings and other improvements, and is located in the Town of ____________, County of _____________, and State of New York.



2.               The Property is primarily: ____________________________________________ It has outstanding scenic qualities that can be enjoyed by the general public.  The Property possesses natural, scenic and open space values, (collectively, "conservation values") that are important to the Grantors, the Grantee, and the public.



3.               The Property, its current use and state of improvement as of the date of this easement, are described in the "Present Conditions Report", which was prepared by the Grantee with the cooperation of the Grantor, and acknowledged by both to be complete and accurate as of the date of this easement.  This report is filed with both the Grantors and the Grantee.  It will be used by the Grantee to assure that any future changes in the use of the Property will be consistent with the terms of this easement.  This report, however, does not preclude the use of other evidence to establish the condition of the Property at the time of this easement.



4.               Grantors intend for the Conservation values of the Property to be conserved and preserved through the restrictions described below.  Specifically, the Grantors intend to make a charitable gift of the property interest conveyed by this easement to the Grantee for the purpose of assuring that the Conservation values of the Property will be wisely used and maintained forever, and that the uses of the Property that are inconsistent with these purposes of this easement will not occur.



5.               Grantee is a publicly supported, tax-exempt, nonprofit organization, qualified under Section 501(c)(3) and 17O(h) of the Internal Revenue Code, whose primary purpose is conservation or enhancement of land in its natural, scenic and agricultural condition.



6.               Grantee agrees that by accepting this grant to honor the intentions of Grantors stated herein and to conserve and protect in perpetuity the conservation values of the Property for the benefit of this generation and the generations to come.



NOW, THEREFORE, in consideration of the above and the mutual covenants, terms, conditions, and restrictions contained herein, and pursuant to the laws of the State of New York, and in particular Article 49 of the Environmental Conservation Law (ECL), Grantors hereby voluntarily grant and convey to Grantee a conservation easement in perpetuity over the Property of the nature and character and to the extent hereinafter set forth.



1.               Purposes.  It is the purpose of this easement to conserve and protect the open space character, wildlife habitat and scenic qualities of the Property.  The Grantors intend that this easement will confine the use of the Property to such uses that are consistent with this purpose.



2.               Rights of Grantee.  To accomplish the purpose of this easement the following general rights are conveyed to the Grantee:



2.1.Protect Conservation Values: To conserve and protect the conservation values of the _________________



2.2.Enter Property: To enter upon the Property at reasonable times to monitor the Grantor's compliance with and otherwise enforce the terms of this easement; provided that such entry shall be upon reasonable notice to the Grantors, and Grantee shall not unreasonably interfere with Grantor's use and quiet enjoyment of the Property; and



2.3.Enforce Terms of Easement: To prevent any activity on or use of the Property that is inconsistent with the purpose of this easement and to require the restoration of such areas or features of the Property that may be damaged by any inconsistent activity or use.



3.               Prohibited Uses.



3.1.Buildings and Other Structures  The construction or reconstruction of any building or other structure is prohibited except in the Excepted Area as follows:



3.1.1.         Definition of the Excepted Area: __________________________________

3.1.2.         Structures: All existing principal buildings and accessory structures in the Excepted Area may be repaired or replaced without permission of the Grantee.  No more than one new single-family home may be built in the Excepted Area.  No trailers, mobile homes or other moveable structures shall be permitted as residences on the Property and all residential dwelling(s) shall have permanent foundations or concrete slabs.

3.1.3.         Fences.  The construction and maintenance of fences shall not be permitted on the Property except in the Excepted Area or only for purposes of reasonable and customary management of livestock and wildlife.



3.2.Commercial Uses:  Any commercial enterprise operated outside of the residential dwelling(s) or accessory structures is prohibited without the advance written permission of the Grantee.  The Grantee shall give such permission within a reasonable time (90 days), unless it determines that the proposed commercial enterprise impairs the conservation values of the Property.  No commercial activity shall be permitted on the Property which may materially impair the quality of ground or surface waters, air, or soil.



3.3.Mining.The mining or extraction of soil, sand, gravel, rock, oil, natural gas, fuel, or any other mineral substance is prohibited.



3.4.Grazing. Grazing of livestock shall be permitted on all land with the following exceptions:



3.4.1.         Wetlands. Grazing of any wetlands as defined by the New York State Department of Environmental Conservation or US Army Corp of Engineers shall not be allowed.

3.4.2.         Woodlands. Grazing of any woodlands shall not be allowed except by agreement with Grantee under the following conditions:

3.4.2.1.      a portion of the woodlands to provide shade and shelter for livestock and/or

3.4.2.2.      a portion of the woodlands to create access for livestock to move from one grazing area to another

3.4.3.         Streams and Waterways. Livestock shall not be allowed access to streams and waterways, unless Grantor demonstrates such access does not significantly impact stream and waterway banks

3.4.4.         Fragile Environments and Historic Sites. Grantee reserves the right to restrict grazing within areas it designates as fragile environments or historic sites.  Such places include but are not limited to special wildlife habitat, unusual plants, family cemeteries.



3.5.Paving and Road Construction. No portion off the Property shall be paved or otherwise be covered with concrete, asphalt, gravel or any other paving material, nor shall any road for access or other purposes be constructed except within the Excepted Area.  Temporary logging skid trails may be constructed for timber harvesting carried out under a forest management plan as more fully described in paragraph 4(c) below, provided such trails are restored to their original condition.



3.6.Trash and Unregistered Motor Vehicles. The dumping or accumulation of any kind of trash, refuse on the Property is prohibited.  This shall not prevent the storage of normal quantities of domestic trash on the Property, so long as it is done in accordance with all applicable government laws and regulations.  Burning or combustion of trash or refuse, with the exception of clean wood on the Property is prohibited.  No more than two (2) unregistered motor vehicles per residence shall be stored outside of buildings on the Property.  No motor vehicle shall be stored on the Property except within the Excepted Area.



3.7.Wetlands and water Bodies. All wetlands and water bodies on the Property, including but not limited to swamps, bogs, perennially wet fields, ponds and watercourses, shall remain undisturbed by human activities.  'These areas shall not be drained, filled, excavated, diverted, used for agricultural purposes such as grazing or tilling, or otherwise altered except with the written permission of the Grantee.



3.8.Subdivision. Subdivision of the property is prohibited.



4.               Reserved Rights. The Grantors reserve to themselves and their personal representatives, heirs, successors, and assigns, all rights accruing from their ownership of the Property, including the right to engage in, or permit or invite others to engage in all uses of the Property that are not expressly prohibited herein and that are not inconsistent with purpose of this easement.  This specifically includes the following rights.



4.1.Buildings. To replace in-kind and in its current location any building in existence on the Property at the time of this grant,

4.2.Accessory Uses. and to carry on accessory uses to the principal residential use of the Property.



4.3.Cut Trees. To cut trees to prevent personal injury and property damage and for domestic use.  Trees may also be cut to control insects and disease following a written plan prepared by a competent professional forester.  Commercial timber harvesting is also permitted provided it is conducted on a sustainable yield basis and in accordance with a forest management plan prepared by a New York State Department of Environmental Conservation Cooperating Consulting Forester.  The Grantors shall provide the Grantee with a copy of the commercial timber-harvesting plan sixty days (60) In advance before commencing commercial timber harvesting.



5.               Grantee's Remedies. If the Grantee determines that Grantors are in violation of the terms of this easement, or that a violation is threatened, Grantee shall give written notice to the Grantor of such violation and demand corrective action sufficient to cure the violation.  This may include restoration of the Property to its original condition.  If Grantors fail to cure the violation within thirty (30) days after receipt of such notice, or under circumstances where the violation cannot reasonably be cured within the thirty (30) day period, fail to begin curing such violation within the thirty (30) day period, or fail to continue diligently to cure such violation until finally cured, the Grantee may bring an action at law or in equity in a court of competent jurisdiction to.  (a) enforce the terms of this easement;  (b) enjoin the violation; (c) recover any damages to which it may be entitled for violation of the terms of this easement or injury to any conservation values protected by this easement and (d) require the restoration of the Property to the condition that existed prior to any such injury.  Without limiting the Grantors liability therefore, the Grantee, in its sole discretion, may apply any damages recovered to the cost of undertaking any corrective action on the Property.



If the Grantee, in its sole discretion, determines that circumstances require immediate action to prevent or mitigate damage to the Conservation values of the Property, Grantee may pursue its remedies under this paragraph without prior notice to Grantor or without waiting for the period provided for cure to expire.  Grantee's rights under this paragraph apply equally in the event of either actual or threatened violations of the terms of this easement, and the Grantors agree that the Grantee's remedies at law for any violation of any of the terms of this easement are inadequate and that Grantee shall be entitled to the injunctive relief described in this paragraph, in addition to such other relief to which Grantee may be entitled, including specific performance of the terms of this easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies.



5.1.Costs of Enforcement. Any reasonable costs incurred by Grantee in enforcing the terms of this easement against Grantors including the costs of suit and reasonable attorney's fees and any costs of restoration necessitated by Grantors violation of the terms of this easement shall be borne by them.



5.2.Grantee's Discretion.  Enforcement of the terms of this easement shall be at the discretion of the Grantee, and any forbearance by the Grantee to exercise its rights under this easement in the event of any breach of any term of this easement shall not be deemed or construed to be a waiver by the Grantee of such term or of any subsequent breach of the same or any other term of this easement or of any of the Grantee's rights under this easement.  No delay or omission by the Grantee in the exercise of any right or remedy upon any breach by Grantors' shall impair such right or remedy or be construed as a waiver.



5.3.Waiver of Certain Defenses   Grantors hereby waive any defenses of laches, estoppel, or prescription.



5.4.Acts Beyond Grantors' Control.  Nothing contained in this easement shall be construed to entitle Grantee to bring any action against Grantors for any injury to or change in the Property resulting from causes beyond Grantors control, including, without limitation, fire, flood, storm, and earth movement, or from any prudent action taken by Grantors under emergency conditions to prevent, abate, or mitigate significant injury to the Property resulting from such causes.



6.               Costs and Liabilities.  The Grantors retain all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Property.



6.1.Taxes.  The Grantors shall pay before delinquency all taxes, assessments, fees, and charges of whatever description (collectively "taxes") levied on or assessed against the Property, by competent authority, including any taxes imposed upon, or incurred as a result of, this easement.  Grantors shall furnish Grantee with satisfactory evidence of payment of such taxes upon request.  Grantee is authorized but in no event obligated to make or advance any payment of taxes, upon three (3) days prior written notice to the Grantor, in accordance with any bill, statement, or estimate procured from the appropriate authority, without inquiry into the validity of the taxes or the accuracy of the bill, statement, or estimate, and the obligation created by such payment shall bear interest at the New York statutory interest rate in effect at the time.



6.2.Hold Harmless.  The Grantors shall hold harmless, indemnify, and defend Grantee and its members, directors, officers, employees, agents, and contractors and their heirs, personal representatives, successors, and assigns of each of them from and against all liabilities, penalties, costs, tosses, damages, expenses, causes of action, claims, demands, or Judgments, including, reasonable attorney's fees, arising from or in any way connected with.  (A) Injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property, regardless of cause, unless due solely to the negligence of the Grantee;   (B) The obligations specified in paragraphs 6 and 6.2 and, (C) the existence or administration of this easement.



6.3.Insurance.  Grantor shall keep the Property insured with comprehensive general liability insurance against claims for personal injury, death and property damage, cause Grantee to be named as an additional insured party on all such insurance policies, and provide evidence of such insurance to Grantee promptly upon request.





7.               Extinguishment.  If circumstances arise in the future that render the purpose of this easement impossible to accomplish, this easement can only be terminated or extinguished, whether in whole or in part, by judicial proceedings in a court of competent jurisdiction, and the amount of the proceeds to which Grantee shall be entitled, after the satisfaction of prior claims, from any sale, exchange, or involuntary conversion of all or any portion of the property subsequent to such termination or extinguishment, shall be determined, unless otherwise provided by state law at the time, in accordance with paragraph 7.1.  Grantee shall use all such proceeds in a manner consistent with the conservation purposes of this grant.



7.1.Proceeds.  This easement constitutes a real property interest immediately vested in Grantee, which, for the purposes of paragraph 7, the parties stipulate to have a fair market value determined by multiplying the fair market value of the property unencumbered by the easement (minus any increase in value after the date of this grant attributable to improvements) by the ratio of the value of the easement at the time of this grant to the value of the Property, without deduction for the value of the easement, at the time of this grant.  The values at the time 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 17O(h) of the Internal Revenue code of 1954, as amended.  For the purposes of this paragraph, the ratio of the value of the easement to the value of the property unencumbered by the easement shall remain constant.



7.2.Condemnation.  If the easement is taken, in whole or in part, by exorcise of the power of eminent domain, Grantee shall be entitled to compensation in accordance with applicable law.



8.               Assignment.  This easement is transferable, but Grantee may assign its rights and obligations under this easement only to an organization that is a qualified organization at the time of transfer under Section 17O(h) of the Internal Revenue Code of 1954, as amended, and the applicable regulations promulgated thereunder, and authorized to acquire and hold conservation easements under state statute.  As a condition of such transfer, Grantee shall require that the conservation purposes that this grant is intended to advance continue to be carried out.



9.               Subsequent Transfers.  Grantors agree to incorporate by reference the terms of this easement in any deed or other legal instrument by which they divest themselves of any interest in all or a portion of the Property, including, without limitation, a leasehold interest.  Grantors further agree to give written notice to the Grantee of the transfer of any interest at least forty-five (45) days prior to the date of such transfer.  The failure of the Grantors to perform any act required by this paragraph shall not impair the validity of this easement or limit its enforceability in any way.



10.             Subsequent Mortgage on Property.  No provision of this easement shall be construed to impair the ability of Grantors to use the Property as collateral for subsequent borrowings, provided that any mortgage or lien arising from such borrowing shall be subordinated to this easement.



11.             Estoppel Certificates.  Upon request by the Grantors, Grantee shall within forty-five (45) days execute and deliver to Grantors any document, including an estoppel certificate, which certifies Grantors' compliance with any obligation of Grantors contained in this easement and otherwise evidences the status of this easement as may be requested by the Grantors



12.             Notices.  Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other shall be in writing and either served personally or sent by first class mail, postage prepaid, addressed as either party from time to time shall designate by written notice to the other.



13.             General Provisions



13.1.Controlling Law.  The interpretation and performance of this easement shall be governed by the laws of the State of New York.



13.2.Liberal Construction.  Any general rule of construction to the contrary notwithstanding, this easement shall be liberally construed to effect its purposes and the policies and purposes of Article 49 of the Environmental Conservation Law.  If any provision of this instrument is 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 the provision invalid.



13.3.Severability.  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, or the application of such provision to persons or circumstances other than those as to which it is found to be invalid, as the case may be, shall not be affected thereby.



13.4.Entire Agreement.  This instrument sets forth the entire agreement between the parties with respect to the easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the easement, 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 13.11.



13.5.No Forfeiture.  Nothing contained herein shall result in a forfeiture or reversion of Grantors' title in any respect.



13.6.Joint Obligation.  The obligations imposed by this easement upon Grantors shall be joint and several.



13.7.Successors.  The covenants, terms, conditions, and restrictions of this easement shall be binding upon, and inure to 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.



13.8.Termination of Rights and Obligations.  A party's rights and obligations under this easement terminate upon transfer of the party's interest in the easement or Property, except that liability for acts or omissions occurring prior to transfer shall survive transfer.



13.9.Captions.  The captions in this instrument have been inserted solely for convenience of reference and are not a part of this instrument and shall have no effect upon construction or interpretation.



13.10.Counterparts.  The parties may execute this instrument in two or more counterparts, which shall, in the aggregate, be signed by both parties; each counterpart shall be deemed an original instrument as against any party who has signed it.  In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling.



13.11.Amendment.  If circumstances arise under which an amendment to or modification of this easement would be appropriate, Grantors and Grantee may jointly agree to amend this easement; provided that no amendment shall be allowed that affects the qualification of this easement or the tax exempt status of Grantee under any applicable laws, including Article 49 of the Environmental Conservation Law, or section 17O(h) of the Internal Revenue Code of 1954, as amended, and any amendment shall be consistent with the purposes of this easement, and shall not affect its perpetual duration.



IN WITNESS WHEREOF, Grantor and Grantee, intending to be legally bound hereby, have hereunto set their hands on the date first above written.





Grantor.



__________________________________________________________________

Name of Grantor



Grantee.

SCHOHARIE LAND TRUST, INC.



__________________________________________________________________

for Schoharie Land Trust, Inc.





STATE OF NEW YORK     )

)ss..

COUNTY OF                       )



On the ____ day of _________in the year 20___, before me, the undersigned, personally appeared ____________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity (ies), and that by his/her/their signature(s) on the instrument, the individual(s) or person upon behalf of which the individual(s) acted, executed the instrument.



___________________________________

Notary Public





STATE OF NEW YORK     )

)ss..

COUNTY OF                       )



On the ____ day of _________in the year 20___, before me, the undersigned, personally appeared ____________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity (ies), and that by his/her/their signature(s) on the instrument, the individual(s) or person upon behalf of which the individual(s) acted, executed the instrument.



___________________________________

Notary Public