DRAFT FORM OF EASEMENT-PARCEL 3

Transcription

1 DRAFT FORM OF EASEMENT-PARCEL 3 GRANT OF CONSERVATION EASEMENT AND DEVELOPMENT RESTRICTIONS WHEREAS, Moose Mountain Forestry, LLC, a Vermont limited liability company ("MMF") with its principal place of business in Lowell, Vermont, and Ben C. Wileman, III and Jennifer Nelle Wileman, husband and wife, residing in Lowell, Vermont (the "Wilemans") (MMF and the Wilemans with their successors and assigns hereinafter "Grantor"), are the owners of a certain real property located in Lowell, Vermont as more particularly described in Schedule A (the "Property") which contains the Protected Property as described below and other contiguous tracts of land not encumbered by the terms of this Grant; and WHEREAS, Moose Mountain Wind, LLC, a Vermont limited liability company with its principal place of business in Lowell, Vermont (and with its successors and assigns hereafter "MMW"), is the easement holder of all wind and air rights on, over and across the Property (including the Protected Property) and other contiguous tracts of land not encumbered by the terms of this Grant pursuant to (i) that certain Quit Claim Easement Wind & Air Rights from MMF to MMW, dated July 30, 2009, and recorded on August 3, 2009, in Book 54 at Pages of the Town of Lowell Land Records and (ii) that certain Quit Claim Easement Wind & Air Rights from the Wilemans to MMW, dated July 30, 2009, and recorded on August 3, 2009, in Book 55 at Pages of the Town of Lowell Land Records; and WHEREAS, MMW has granted to Green Mountain Power Corporation (and with its successors and assigns hereinafter "GMP") certain easements and other rights to construct, operate and maintain a wind-powered electric generation facility, as the same may be repowered from time to time, with associated access driveway(s), crane path, crane pads and transmission infrastructure (the "Project", as further defined below) on the Property and other contiguous tracts of land not encumbered by the terms of this Grant pursuant to that certain Wind Farm Easement Agreement between MMW and GMP dated July 30, 2009, and recorded on August 3, 2009, in Book 55 at Pages of the Town of Lowell Land Records (as amended, amended and restated, and supplemented from time to time, the "Wind Farm Easement"); and WHEREAS, GMP has received a Certificate of Public Good, as the same may be amended from time to time, from the Vermont Public Service Board ("Board") in Docket No to construct, operate and maintain the Project; and WHEREAS, the Protected Property (as defined below) contains of a tract of land containing approximately one hundred seventy-eight (178) acres, more or less, which contains wildlife habitat for black bear; and WHEREAS, the State of Vermont, Department of Fish and Wildlife is a state agency, (and with its successors and assigns hereinafter "Grantee"), whose purpose includes the conservation of wildlife, and the land and habitats required to support them, in order to protect the natural resources of the State of Vermont; and

2 WHEREAS, the Grantor and Grantee recognize that the Project will have undue adverse impacts on necessary wildlife habitat, and recognize the value of the Protected Property as necessary wildlife habitat for black bear, and share the common purpose of conserving the necessary wildlife habitat by the conveyance of a conservation easement to restrict future development as set forth herein ("Grant"), in order to prevent the use or development of the Protected Property in order to protect, maintain, enhance, and perpetuate such wildlife habitat; and WHEREAS, Grantor is willing to convey the Grant described herein, and the Grantee is willing and authorized to accept the Grant, to satisfy the parties' objectives to preserve the Protected Property, containing necessary wildlife habitat and restricting future development thereby mitigating and offsetting undue adverse effects of the Project on such necessary wildlife habitat; and WHEREAS, MMW joins in this Grant to the fullest extent of its rights in the Property and to such extent, shall be deemed to be a "Grantor" hereunder; and WHEREAS, GMP joins in this Grant to consent to the grant of all easements and rights herein to the Grantee, to confirm that such grant does not violate the terms and conditions of the Wind Farm Easement, and to confirm that its rights under the Wind Farm Easement shall be subject to the terms and conditions of this Grant. NOW, THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS that Grantor pursuant to Title 10 V.S.A., Chapters 34 and 155, and in consideration of the payment of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does freely give, grant, convey and confirm to Grantee, and its successors and assigns, for the term set forth in Section VI below, the following conservation easement and development restrictions set forth below, subject to the reserved rights, permitted uses, and conditions set forth herein (the "Conservation Easement and Development Restrictions") in, on and over the Protected Property situated in the Town of Lowell, County of Orleans, and State of Vermont, said Protected Property being more particularly described in Schedule B and in a survey set forth in Schedule C, both attached hereto and incorporated herein. The rights hereby conveyed to the Grantee shall include all development rights except those specifically reserved by the Grantor herein and those reasonably required to carry out the herein described permitted uses of the Protected Property. The Conservation Easement and Development Restrictions hereby conveyed to the Grantee consist of covenants on the part of the Grantor to do or refrain from doing, severally and collectively, the various acts set forth below. It is hereby acknowledged that said Conservation Easement and Development Restrictions shall constitute a servitude upon the land and shall run with the land in perpetuity. Grantor conveys said rights and interests in order to conserve the Protected Property's wildlife habitat as more particularly described in Section II, below. 2

3 I. Definitions. 1. "Protected Property" means a tract of land of approximately 178 acres, more or less, as described in Schedule B and depicted in a survey in Schedule C, both attached hereto and incorporated herein. 2. "Project" means the wind-powered electric generation facility, the access, construction, ownership, operation, maintenance, replacement, repair, repowering and decommissioning of which is permitted by the CPG issued by the Vermont Public Service Board in Docket No. 7268, as the same may be amended from time to time. 3. The Project's "CPG" or "Certificate of Public Good" shall mean the Certificate of Public Good issued by the Vermont Public Service Board on May 31, 2011 in Docket No. 7628, as the same may be amended from time to time. II. Purposes of the Grant. The Purposes of this Grant are as follows (hereinafter collectively the "Purposes of this Grant"): 1. To contribute to the implementation of the policies of the State of Vermont designed to foster the conservation of the state's wildlife habitats, forests and other natural resources through planning, regulation, and land and easement acquisition. 2. To protect, maintain, enhance and perpetuate necessary wildlife habitat on the Protected Property to provide sufficient mitigation to offset the undue adverse impacts of the Project on black bear scarred beech habitat and wetlands used by black bear and other wildlife. This habitat consists of approximately one hundred seventy-eight (178) acres of land which contain bear scarred beech and is known to function as fall and spring feeding habitat, as generally depicted on the map attached hereto on Schedule B, and more particularly described and depicted on a boundary survey attached as Schedule C. 3. In addition to the foregoing, the purposes of this Grant will be further advanced by the conservation of the Protected Property because it possesses the following attributes: (a) It consists of a majority of Northern Hardwood Forest type and Red Spruce Northern Hardwood communities, much of which will serve as protective buffers for the wetlands and streams within the parcel; (b) It has approximately 25 wetlands features, 15 stream segments and one vernal pool. The streams drain to unnamed tributaries of the East Branch Missisquoi River, itself a tributary to the Missisquoi River and 3

4 thereby possesses the opportunity to protect water quality as well as aquatic and riparian habitats associated with this headwater stream; (c) It is adjacent to and in the immediate vicinity of several other parcels either conserved by the Grantee and its cooperators, or owned by the State of Vermont as part of a larger bear habitat conservation project; (d) It has other forested wildlife habitats, including habitat with demonstrated value for deer, black bear and moose. 4. This Grant shall constitute, at least in part, mitigation for undue adverse impacts from the Project to necessary wildlife habitat resulting from GMP's activities as permitted under the CPG to access, construct, own, operate, maintain, replace, repair, repower and decommission the Project. Grantor and Grantee further acknowledge that the objective of this Grant is to conserve the Protected Property for the Purposes of this Grant as described in the foregoing Section II. III. Restricted Uses of the Protected Property. The restrictions hereby imposed upon the Protected Property, and the acts that Grantor shall do or refrain from doing, are as follows: 1. No residential, commercial, industrial, logging, or mining activities shall be permitted, and no building, structure, telecommunications facility, or like improvement, shall be constructed, created, installed, erected or moved onto the Protected Property. 2. Except as otherwise permitted under this Grant, or as may currently exist, no rights-of-way, easements of ingress or egress, driveways, roads, or utility lines or easements shall be constructed, developed or maintained into, on, over, under, or across the Protected Property, without the prior written permission of the Grantee, not to be unreasonably withheld. Grantee may reasonably withhold permission if it reasonably determines that any such improvement would be inconsistent with the Purposes of this Grant. 3. There shall be no signs, billboards, or outdoor advertising of any kind erected or displayed on the Protected Property; provided, however, that the Grantor may erect and maintain reasonable signs including but not limited to signs indicating the name of the Protected Property and its ownership by Grantor, boundary markers, directional signs, informational and interpretive signs, and signs limiting access or use. Grantee, in accordance with the terms, restrictions, and limitations of this Grant, may erect and maintain signs defining, restricting or limiting access or use. Grantee may erect and maintain signs designating the Protected Property as land under the protection of the Grantee. 4

5 4. There shall be no trash cans, bins, or other improvements for the collection or storage of trash, human waste, or any other unsightly or offensive material placed on the Protected Property. 5. Except for any natural disturbance or acts of God, there shall be no disturbance of the surface, including but not limited to filling, excavation, removal of topsoil, sand, gravel, rocks or minerals, or change of the topography of the land in any manner, except as may be reasonably necessary to carry out the uses permitted on the Protected Property under the terms of this Grant. In no case shall subsurface mining of oil, gas or other minerals be permitted. 6. There shall be no manipulation of natural watercourses, marshes, or other water bodies, nor shall there be activities conducted on the Protected Property by Grantor which would be detrimental to water quality, or which could alter natural water level or flow, except as reasonably necessary to carry out the permitted uses under this Grant, including but not limited to, installation and maintenance of beaver baffles or the implementation of wildlife habitat improvement practices that are consistent with the purpose of this Grant and are recommended in a wildlife habitat management plan approved by Grantor and the Grantee. 7. The Protected Property shall not be subdivided or conveyed in separate parcels without the prior written permission of Grantee, such consent primarily to address the administrative or other burdens created by such conveyance and such consent not to be unreasonably withheld. Any deeds related to such permitted subdivisions or conveyances shall make reference to this Grant. 8. There shall be no use of motorized vehicles, including but not limited to, ATVs and off road vehicles, for recreational purposes on the Protected Property. IV. Permitted Uses of the Protected Property. Notwithstanding the provisions of Section III (1) through (8) above, or anything in this Grant to the contrary, this Grant shall not restrict, or prohibit the following uses of Protected Property. The Permitted Uses afforded Grantor under this Grant shall be exercised in a manner that is not inconsistent with the Purposes of this Grant. 1. The right of Grantor and Grantor's invitees to conduct and enjoy nonmotorized dispersed recreational activities, such as, without limitation, walking, crosscountry skiing, snowshoeing, horseback riding, mountain biking, camping and wildlife-based recreational activities (e.g. birdwatching, hunting, trapping, and fishing). 2. The right to use, repair and maintain, but not upgrade, existing trails for permitted non-motorized dispersed recreational activities, provided that such use is consistent with the Purposes of this Grant. No new trails or roads shall be constructed on 5

6 or through the Protected Property, except as determined by Grantee as necessary to implement, or as consistent with, the Permitted Uses set forth in paragraph 4 below. 3. The right to reasonable use by Grantor during frozen ground conditions, of the existing logging roads and landings consistent with past practices and the Purposes of this Grant. Past practices consist of the frozen ground condition use of a logging trail to haul logs from a neighbor's landlocked parcel to the road that will become the Project access driveway. The logging trail and landing are shown on Schedule C. During nonfrozen road conditions Grantor may take such steps as may be reasonably necessary to maintain and repair such existing logging roads and landings, including, without limitation, steps to repair and prevent damage cause by erosion. No new roads or other infrastructure may be constructed or erected by Grantor. No motorized use or road maintenance or repair may occur during the fall black bear feeding period (September 1 through and including November 30) and the spring black bear feeding season (April 1 through and including May 31). 4. The Grantee shall have the right, but not the obligation, to enter onto the Protected Property, along a right of way in substantially the form set forth on Schedule D, to make improvements to enhance the function of the Protected Property as black bear feeding habitat, and to make improvements to other protected habitats that occur on the Protected Property. No road connection by Grantee shall be constructed that causes Grantor to be in violation of any existing permit or requirement of law. Included in such work may be the construction of roads, with the prior approval of Grantor and other changes to the physical state of the Protected Property, provided Grantee undertakes and agrees to: (a) maintain such improvements at its sole cost and expense; and (b) repair any damage to the Property, and any improvements thereon, as a result of Grantee's activities. All such improvements shall be made in accordance with a wildlife management plan developed in coordination with, and approved by, Grantor. The Grantor shall have the right of first refusal on any logging required by Grantee or the Army Corps of Engineers in connection with their management of the Protected Property. 5. Prior to accessing the Protected Property, except in the case of emergency Grantee shall provide Grantor forty-eight (48) hours notice (which may be via telephone or electronic mail or other electronic means, notwithstanding the notice provisions in Section VII). Grantor shall be allowed to lock any gates providing access to the Protected Property, provided that Grantee is provided the key or combination to any lock, and in no event shall Grantee be allowed to grant the public access to the Protected Property. Grantor, MMW and GMP agree to amend the Wind Farm Easement to prohibit GMP's use of any of the Protected Property, except for any temporary use that may be required for GMP to respond to and address any Project emergency (an event or situation that risks the safety of people or animals or jeopardizes the safe operation of the Project), it being understood that an emergency does not mean a financial emergency; and further provided that immediately following such response, GMP shall provide written notice to ANR of the nature of such emergency and the steps GMP has taken to address it. 6

7 GMP further covenants that at the completion of Project construction GMP shall convey back to Grantor rights that are not needed by GMP for accessing, owning, operating, maintaining, replacing, repairing, upgrading, repowering the Project, to the extent GMP has retained such rights as of the date of this Grant. V. Enforcement of the Restrictions. Grantee shall make reasonable efforts from time to time to insure compliance by Grantor with all of the covenants and restrictions herein. In connection with such efforts, Grantee may make periodic inspections of all or any portion of the Protected Property. In the event that Grantee becomes aware of an event or circumstance of non-compliance with the terms and conditions herein set forth, Grantee shall give notice to Grantor and to GMP of such event or circumstance of non-compliance pursuant to the notice provisions set forth in Section VII, and demand corrective action sufficient to abate such event or circumstance of non-compliance and restore the Protected Property to its previous condition. In the event there has been an event or circumstance of non-compliance which is corrected through negotiation and voluntary compliance, Grantor shall, at Grantee's request, reimburse Grantee for all reasonable costs incurred in investigating the noncompliance, and in securing its correction. In the event that Grantor does not correct such event or circumstance of non-compliance, GMP shall have the right, but not the obligation, to enter onto the Protected Property to cure an event or circumstance of noncompliance by taking corrective action sufficient to abate such event or circumstance of non-compliance, in a manner approved by Grantee, and in such event GMP is intended to be a third-party beneficiary of this Grant. Failure by Grantor to cause discontinuance, abatement, or such other corrective action as may be demanded by the Grantee within a reasonable time after receipt of notice and reasonable opportunity to take corrective action shall entitle the Grantee to bring an action in a court of competent jurisdiction to enforce the terms of this Grant and to recover any damages arising from such non-compliance. Such damages, when recovered, may be applied by the Grantee to corrective action on the Protected Property, if necessary. If the court determines that Grantor has failed to comply with this Grant, then Grantor shall reimburse the Grantee for any reasonable costs of enforcement, including court costs and reasonable attorney's fees, in addition to any other payments ordered by such court. In the event that Grantee initiates litigation and the court determines that a Grantor has not failed to comply with this Grant and that the Grantee has initiated litigation without reasonable cause or in bad faith, then the Grantee who commenced the court proceedings shall reimburse Grantor for any reasonable costs of defending such action, including court costs and reasonable attorney's fees. The parties to this Grant specifically acknowledge that events and circumstances of non-compliance constitute immediate and irreparable injury, loss and damage to the Protected Property, and accordingly entitle Grantee to such equitable relief, including but not limited to injunctive relief, as the court deems just. The remedies described in this Grant are in addition to, and not in limitation of any other remedies available to the Grantor and Grantee at law, in equity, or through administrative proceedings. 7

8 No delay or omission by the Grantor or Grantee in the exercise of any right or remedy upon any breach by the other party shall impair the Grantor's or Grantee's rights or remedies, or be construed as a waiver. VI. Term. The Conservation Easement and Development Restrictions conveyed by Grantor to Grantee pursuant to this instrument shall be effective as of commencement of construction activities in connection with the Project (the "Commencement Date") and shall be perpetual in duration. VII. Miscellaneous Provisions. 1. Where Grantor is required, as a result of this Grant, to obtain the prior written approval of the Grantee before commencing an activity or act, and where the Grantee has designated in writing another organization or entity which shall have the authority to grant such approval, the approval of said designee shall be deemed to be the approval of the Grantee, provided that the Grantee has given notice of such designation to Grantor. When Grantee or its designee has authorized a proposed action requiring approval under this Grant, Grantee or its designee shall, upon request, provide Grantor with a written certification in recordable form memorializing said approval. 2. Any use of the Protected Property otherwise permitted under this Grant, shall be in accordance with all applicable ordinances, statutes and regulations of the Town of Lowell and State of Vermont. 3. Grantee shall only transfer the Conservation Easement and Development Restrictions conveyed herein following notice to Grantor to a State agency, municipality, or a qualified organization, as defined in Chapter 34 or Chapter 155, Title 10 V.S.A., in accordance with the laws of the State of Vermont and the regulations established by the Internal Revenue Service governing such transfers. 4. In any deed or lease conveying an interest in all or part of the Protected Property, Grantor shall make reference to this Grant, and obligations described herein, and shall indicate that the rights and obligations hereunder shall be binding upon all successors in interest in the Protected Property. Grantor shall also notify the Grantee of the name(s) and address(es) of the Grantor's successor(s) in interest, and the Grantee, in the event that it transfers its interest in the Protected Property, or any of its related rights, shall notify Grantor of the name(s) and address(es) of the Grantee's successor(s) in interest. 5. Grantor and Grantee shall each be entitled to record this Grant and to execute and record any other required documents associated with this Grant, in the Town of Lowell Land Records as may be necessary to satisfy the Requirements of the Record 8

9 Marketable Title Act 27 V.S.A., Chapter 5, Subchapter 7, including 27 V.S.A. 603 and 605, as amended from time to time. 6. Each of Grantor and GMP, and any heirs, successors, executors, administrators, or assigns shall be entitled to represent and claim that the creation of the herein described Conservation Easement and Development Restrictions in part satisfies the requirements of the GMP-ANR Stipulation as referred to in the Public Service Board's May 31, 2011 Order in Docket 7268 and also the requirement of any governmental authority for the protection of wildlife habitat in mitigation of the loss of such habitat due to the development of land in the State of Vermont associated with the CPG, as the same may be amended from time to time. 7. GMP hereby consents to the grant of all easements and rights herein to the Grantee subject to the terms and conditions of this Grant and confirms that such grant does not violate the terms and conditions of the Wind Farm Easement. GMP further agrees that its rights under the Wind Farm Easement shall be subject to the terms and conditions of this Grant. 8. Notices. All notices to a Party pursuant to this Grant must be in writing and shall be sent only by United States Mail (first-class, certified, return-receipt requested); personal delivery; or by an overnight courier service which keeps records of deliveries. Notice via electronic mail will satisfy the provisions of this paragraph provided that a copy of that notice is sent via one of the other permitted methods on the same day or next business day if the day of notice is a Sunday or legal holiday. For purposes of giving notice hereunder, the addresses of the parties are: To Grantor: Moose Mountain Forestry, LLC P.O. Box 80 Lowell, VT To Grantee: State of Vermont Department of Fish & Wildlife 103 S. Main Street Waterbury, Vermont Attn: Secretary of Agency of Natural Resources Ben C. Wileman, III and Jennifer Nelle Wileman 529 Meek Road Lowell, VT

10 with copies to: Ben Wileman, III 529 Meek Road Lowell, VT with copies to: State of Vermont Department of Fish & Wildlife 103 S. Main Street Waterbury, Vermont Attn: Agency of Natural Resources, General Counsel Tom Walsh Walsh & Monaghan, LLP 156 Battery St. Burlington, VT Green Mountain Power Corporation Attn: General Counsel 163 Acorn Lane Colchester, VT Sheehey Furlong & Behm PC Attn: Diane McCarthy, Esq. 30 Main St. P.O. Box 66 Burlington, VT To GMP: Green Mountain Power Corporation Attn: General Counsel 163 Acorn Lane Colchester, VT With a copy to: Sheehey Furlong & Behm PC Attn: Diane McCarthy, Esq. 30 Main St. P.O. Box 66 Burlington, VT A Party may change its address at any time by giving written notice of such change to the other Party in the manner provided herein. Notices sent by certified mail shall be deemed given on the date of delivery or attempted delivery as shown on the return-receipt. 1 0

11 Notices sent by personal delivery or courier service shall be deemed given on the date of delivery or refusal to accept delivery. INVALIDATION of any provision hereof shall not affect any other provision of this Grant. TO HAVE AND TO HOLD said granted, Conservation Easement and Development Restrictions, with all the privileges and appurtenances thereof, to the said Grantee, the State of Vermont, Department of Fish and Wildlife, its successors and assigns to their own use and benefit forever. And each Grantor, Moose Mountain Forestry, LLC, Ben C. Wileman, III and Jennifer Nelle Wileman, and Moose Mountain Wind, LLC for themselves and their respective successors and assigns, do hereby covenant with the said Grantee, its successors and assigns, that until the execution, delivery and recording of these presents, they are the sole owners of the Protected Property, and has good right and title to convey the Conservation Easement and Development Restrictions in the manner aforesaid, that the premises are free from every encumbrance and use restriction, except as aforesaid and as set forth in the Exhibits and Schedules attached hereto, and it hereby engages to warrant and defend the same against all lawful claims whatever. [signature pages follow] 11

12 IN WITNESS WHEREOF, Moose Mountain Forestry, LLC has caused this instrument to be signed by its duly authorized member, Ben C. Wileman, III, this day of, Signed, Sealed and Delivered In the Presence Of: Moose Mountain Forestry, LLC: Witness By: Name: Title: STATE OF VERMONT COUNTY OF At this day of, 2011, before me personally appeared Ben C. Wileman, III, duly authorized member of Moose Mountain Forestry, LLC, and he acknowledged this instrument, by him sealed and subscribed, to be his free act and deed and the free act and deed of Moose Mountain Forestry, LLC. Notary Public My Commission Expires: [signatures continue on next page] 12

13 IN WITNESS WHEREOF, Ben C. Wileman III, the undersigned, has set his hand and seal this day of, Signed, Sealed and Delivered In the Presence Of Grantor: Witness Ben C. Wileman III STATE OF VERMONT COUNTY OF At this day of, 2011, before me personally appeared Ben C. Wileman III, and he acknowledged this instrument, by him sealed and subscribed, to be his free act and deed and the free act and deed. Notary Public My Commission Expires: [signatures continue on next page] 13

14 IN WITNESS WHEREOF, Jennifer Wileman, the undersigned, has set her hand and seal this day of, Signed, Sealed and Delivered In the Presence Of Grantor: Witness Jennifer Wileman STATE OF VERMONT COUNTY OF At this day of, 2011, before me personally appeared Jennifer Wileman, and she acknowledged this instrument, by her sealed and subscribed, to be her free act and deed and the free act and deed. Notary Public My Commission Expires: [signatures continue on next page] 14

15 IN WITNESS WHEREOF, Moose Mountain Wind, LLC has caused this instrument to be signed by its duly authorized member, Ben C. Wileman, III, this day of, Signed, Sealed and Delivered In the Presence Of: Moose Mountain Wind, LLC: Witness By: Name: Title: STATE OF VERMONT COUNTY OF At this day of, 2011, before me personally appeared Ben C. Wileman, III, duly authorized member of Moose Mountain Wind, LLC, and he acknowledged this instrument, by him sealed and subscribed, to be his free act and deed and the free act and deed of Moose Mountain Wind, LLC. Notary Public My Commission Expires: [signatures continue on next page] 15

16 IN WITNESS WHEREOF, Green Mountain Power Corporation has caused this instrument to be signed by its duly authorized officer,, this day of, Signed, Sealed and Delivered In the Presence Of: Green Mountain Power Corporation: Witness By: Name: Title: STATE OF VERMONT COUNTY OF At this day of, 2011, before me personally appeared, duly authorized officer of Green Mountain Power Corporation, and he acknowledged this instrument, by him sealed and subscribed, to be his free act and deed and the free act and deed of Green Mountain Power Corporation. Notary Public My Commission Expires: [signatures continue on next page] 16

17 Acceptance: Witness STATE OF VERMONT COUNTY OF By: ANR Secretary At this day of, 2011, before me personally appeared, duly authorized agent of and he/she acknowledged this instrument, by him/her sealed and subscribed, to be his/her free act and deed and the free act and deed of Notary Public My Commission Expires: 17

18 SCHEDULE A [Description of the Property] TO BE INSERTED Include permitted encumbrances SCHEDULE B [Description and Map of the Protected Propety] TO BE INSERTED SCHEDULE C [Survey of the Protected Property] TO BE INSERTED SCHEDULE D [[Right of Way for Grantee Access to Protected Property] TO BE INSERTED 18