Deed of Conservation Easement

1Recording requested by and when 2recorded please return to: 3 4[Steward’s name & address] 5 6 7 8 DEED OF AGRICULTURAL CONSERVATION EASEMENT 9 10 This Deed of Agricultural Conservation Easement is granted on this _____ day of 11______200__, by [Landowner], [Ownership status], having an address at 12[Landowner’s address] to [Steward], a California nonprofit public benefit corporation, 13having an address at [Steward’s address] for the purpose of forever conserving the 14agricultural productive capacity and open space character of the subject property. 15 16 RECITALS 17 18 A. The Landowner is the sole owner in fee simple of the farm property 19(“Property”) legally described in Exhibit A (“Legal Description”), attached to and made a 20part of this Agricultural Conservation Easement (“Easement”), which consists of 21approximately ______acres of land and is commonly known as the 22“______Farm/Ranch,” together with buildings and other improvements, 23located in ______County, California, and identified by assessor’s 24parcel number(s) . The existing buildings and improvements on 25the Property are shown within Building Envelope as depicted in Exhibit B (“Building 26Envelope and Existing Improvements”), also attached to and made a part of this 27Easement. Except as shown in Exhibit B, the Property is open farmland, whose soils 28have been classified as [prime farmland, farmland of statewide importance, etc.] by the 29U.S. Department of Agriculture’s Natural Resources Conservation Service, and by the 30California Department of Conservation Farmland Mapping and Monitoring Program, 31because this land has a soil quality, growing season, and moisture supply needed for 32sustained agricultural production. 33 34 B. The agricultural and other characteristics of the Property, its current use and 35state of improvement, are documented and described in a Baseline Documentation Report 36(“Baseline Report”), prepared by the Steward with the cooperation of the Landowner and 37incorporated herein by this reference. The Landowner and the Steward acknowledge that 38it is complete and accurate as of the date of this Easement. Both the Landowner and the 39Steward shall retain duplicate originals of the Baseline Report. The Baseline Report may 40be used to establish whether or not a change in the use or condition of the Property has 41occurred, but its existence shall not preclude the use of other evidence to establish the 42condition of the Property as of the date of this Easement. 43 44 C. This Easement is being granted in exchange for the rescission of a California 45Land Conservation Contract entered pursuant to the Williamson Act on another parcel of 46land in ______County. Sections 51256 and 51256.1 of the California Government 47Code establish the process and criteria by which a Landowner may enter into an

1 Page 1 of 16 48agreement with a city or county to rescind a California Land Conservation Contract and 49simultaneously place other land within the city or county where the Williamson Act 50contract is rescinded under an agricultural conservation easement (“Rescission 51Agreement”). After making all of the necessary findings for the rescission of the 52California Land Conservation contract between the Landowner and the [City/County], 53the [City/County] Board has approved the contract rescission and determined that the 54conveyance of this Easement on the Property would make a beneficial contribution to the 55conservation of agricultural land in its area by Resolution No. ______, on the ____ day 56of _____, 20__. (NOTE: This section can be customized for easements within Riverside, 57San Bernardino and primary and secondary Sacramento/San Joaquin delta zones.) 58 59 D. Sections 10251 and 10252 of the Public Resources Code govern the findings 60that must be made in order for the Department to approve a Rescission Agreement. The 61Department has determined, in accordance with Section 51256.1 of the Government 62Code, that the findings of [County/City], in approving the Rescission Agreement and this 63Easement are supported by substantial evidence, that the Easement is consistent with the 64eligibility criteria set forth in Section 10251 of the Public Resources Code and that the 65Easement will make a beneficial contribution to the conservation of agricultural land in 66the area. 67 68 E. The Landowner grants this Easement for valuable consideration to the Steward 69for the purpose of assuring that, under the Steward’s perpetual stewardship, the 70agricultural productive capacity and open space character of the Property will be 71conserved and maintained forever, and that uses of the land that are inconsistent with 72these conservation purposes will be prevented. The parties agree, however, that the 73current agricultural use of, and improvements to, the Property are consistent with the 74conservation purposes of this Easement. 75 76 F. The conservation purposes of this Easement are recognized by, and the grant 77of this Easement will serve, the following clearly delineated governmental conservation 78policies: 79 80 Section 815 of the California Civil Code, which defines perpetual conservation 81 easements; 82 83 California Constitution Article XIII, section 8, California Revenue and Taxation 84 Code, sections 421.5 and 422.5, and California Civil Code section 815.1, under 85 which this Agricultural Conservation Easement is an enforceable restriction, 86 requiring that the Property’s tax valuation be consistent with restriction of its use 87 for purposes of food and fiber production and conservation of natural resources. 88 89 Section 51256 of the California Government Code, which creates the ability and 90 establishes the criteria by which the Landowner may enter into an agreement with 91 a city or county to rescind a California Land Conservation Contract in order to 92 simultaneously place other land within that city or county where the contract is 93 rescinded under an agricultural conservation easement;

2 Page 2 of 16 94 95 Section 51220 of the California Government Code, which declares a public 96 interest in the preservation of agricultural lands; 97 98 Section 65300 et seq., and section 65400 et seq. of the California Government 99 Code, and the [County name] County General Plan, as updated in [date], which 100 includes as one of its goals to protect all viable farmlands designated as prime, of 101 statewide importance, unique, or of local importance from conversion to and 102 encroachment of non-agricultural uses; 103 104 G. The Steward is a California nonprofit organization within the meaning of 105California Public Resources Code section 10221 and California Civil Code section 815.3, 106and is a tax exempt and “qualified conservation organization,” within the meaning of 107sections 501(c)(3) and 170(b)(1)(A)(iv) as defined by the Internal Revenue Code. 108 109 H. The Landowner owns the entire fee simple interest in the Property, including 110the entire mineral estate. Any and all financial liens or financial encumbrances existing as 111of the date of the execution of this Easement have been subordinated. Exhibit _ (Prior 112Encumbrances) sets forth all the non-financial encumbrances. Landowner represents and 113warrants that the Property is not subject to any other conservation easement whatsoever. 114 115 GRANT OF AGRICULTURAL CONSERVATION EASEMENT 116 117 Now, therefore, for the reasons given, and in consideration of their mutual 118promises and covenants, terms, conditions and restrictions contained herein, and other 119good and valuable consideration, the receipt and adequacy of which are hereby 120acknowledged, the Landowner voluntarily grants and conveys to the Steward, and the 121Steward voluntarily accepts, a perpetual conservation easement, as defined by sections 122815.1 of the California Civil Code and Section 10211 of the California Public Resources 123Code, and of the nature and character described in this Easement for the purpose 124described below, and agree as follows: 125 1261. Purpose. 127 128The conservation purposes (“Purpose”) of this Easement is to enable the Property to 129remain in productive agricultural use by preventing uses of the Property that will impair 130or interfere with the Property’s agricultural productive capacity, its soils, and its 131agricultural character, values, and utility. To the extent that the preservation of the open 132space character and [scenic, habitat, natural, or historic, etc.] values of the Property are 133consistent with such use, it is within the purpose of this Easement to protect those values. 134 1352. Right to Use Property for Agricultural Purposes 136 137The Landowner retains the right to use the Property for agricultural purposes, or to permit 138others to use the Property for agricultural purposes, in accordance with applicable law as 139long as the agricultural productive capacity and open space character of the Property are not

3 Page 3 of 16 140thereby significantly impaired. 141 1423. Prohibited Uses. 143 144The Landowner shall not perform, nor knowingly allow others to perform, any act on or 145affecting the Property that is inconsistent with this Easement. Any use or activity that 146would diminish or impair the agricultural productive capacity and open space character 147(or scenic, habitat, natural, historic etc. values) of the Property or that would cause 148significant soil degradation or erosion is prohibited. This Easement authorizes the 149Steward to enforce these covenants in the manner described herein. However, unless 150otherwise specified, nothing in this Easement shall require the Landowner to take any 151action to restore the condition of the Property after any Act of God or other event over 152which it had no control. The Landowner understands that nothing in this Easement 153relieves it of any obligation or restriction on the use of the Property imposed by law. 154 1554. Permission of the Steward. 156 157Where the Landowner is required to obtain Steward’s permission or approval for a 158proposed action hereunder, said permission or approval (a) shall not be unreasonably 159delayed or withheld by the Steward, (b) shall be sought and given in writing, with copies 160of all documents to be provided to the Department, and (c) shall in all cases be obtained 161by the Landowner prior to the Landowner’s taking the proposed action. The Steward 162shall grant permission or approval to the Landowner only where the Steward, acting in 163Steward’s sole reasonable discretion and in good faith, determines that the proposed 164action will not significantly diminish or impair the agricultural productive capacity and open 165space character of the Property and would not cause significant soil degradation or erosion. 166 1675. Construction or Placement of Buildings and Other Structures. 168 169The Landowner may undertake construction, erection, installation or placement of 170buildings, structures, or other improvements on the Property only as provided in 171paragraphs (a) through (d) below. All other construction, erection, installation or 172placement of buildings, structures, or other improvements on the Property is prohibited. 173Before undertaking any construction, erection, installation or placement that requires 174advance permission, the Landowner shall notify the Steward and obtain prior written 175permission from the Steward. 176 177For purposes of this Section, “improvements” shall not refer to trees, vines, or other 178living improvements planted for agricultural purposes, nor shall it refer to irrigation 179improvements necessary or desirable to irrigate the Property for agricultural purposes, all 180of which may be made without the permission of Steward. 181 182 (a) Fences– Existing fences may be repaired and replaced, and new fences may be 183 built anywhere on the Property for purposes of reasonable and customary 184 agricultural management, and for security of farm produce, livestock, equipment, 185 and improvements on the Property, without any further permission of the

4 Page 4 of 16 186 Steward. 187 188 (b) Agricultural Structures & Improvements – Existing agricultural structures and 189 improvements as shown in Exhibit B may be repaired, reasonably enlarged, and 190 replaced at their current locations for agricultural purposes without further 191 permission from the Steward. New buildings and other structures and 192 improvements to be used solely for agricultural production on the Property or sale 193 of farm products predominately grown or raised on the Property, including barns, 194 equipment sheds, but not including any dwelling or farm labor housing, may be 195 built on the Property within the Building Envelope depicted in Exhibit B, without 196 further permission of the Steward. Any other agriculture production or marketing- 197 related structures may be constructed only with the written permission of the 198 Steward pursuant to Paragraph 4. 199 200 (c) Residential Dwellings – The single-family dwelling shown in Exhibit B may 201 be repaired, reasonably enlarged or replaced at the current location entirely within 202 the Building Envelope shown in Exhibit B without further permission of the 203 Steward. No other residential structures may be constructed or placed on the 204 Property except for agricultural employee housing per Paragraph 5(d). 205 206 (d) Agricultural Employee Housing – No agricultural employee housing may be 207 constructed or placed on the Property without advance written permission of 208 Steward. Steward may only grant permission pursuant to Paragraph 4 and only if 209 the Landowner can demonstrate to Steward’s satisfaction that such agricultural 210 employee housing is reasonable and necessary for the agricultural operation of the 211 Property. Any agricultural employee housing must be located entirely within the 212 Building Envelope as established in Exhibit B. 213 2146. Subdivision. 215 216The division, subdivision, defacto subdivision or partition of the Property, including 217transfer of development rights, whether by physical, legal, or any other process, is 218prohibited. 219 220The Landowner agrees the Property has # existing legal parcel(s), and that no 221additional, separate legal parcels currently exist within the Property that may be 222recognized by a certificate of compliance pursuant to California Government Code 223section 66499.35 based on previous patent or deed conveyances, subdivisions, or surveys. 224The Landowner will not apply for or otherwise seek recognition of additional legal 225parcels within the Property based on certificates of compliance or any other authority. 226The Landowner shall continue to maintain the parcels comprising the Property, and all 227interests therein, under common ownership, as though a single legal parcel. 228 229Lot line adjustment may be permitted solely with the written approval of the Steward 230pursuant to Paragraph 4, and for purposes of maintaining, enhancing or expanding 231agricultural practices or productivity on the Property. The Landowner shall take no other

5 Page 5 of 16 232steps towards lot line adjustment unless and until the Steward approves the request. 233 2347. Development Rights. 235 236Except as specifically reserved in this easement, the Landowner hereby grants to the 237Steward all development rights that are now or shall hereafter be allocated to, implied, 238reserved, appurtenant to, or inherent in the Property, and the parties agree that such rights 239are released, terminated, and extinguished, and may not be used on or transferred to any 240portion of the Property as it now or later may be bounded or described, or to any other 241property adjacent or otherwise, or used for the purpose of calculating permissible lot 242yield of the Property or any other property. This Easement shall not create any 243development rights. 244 2458. Mining. 246 247The mining or extraction of soil, sand, gravel, rock, oil, natural gas, fuel or any other 248mineral substance, using any method that disturbs the surface of the land, is prohibited. 249 2509. Paving and Road Construction. 251 252No portion of the Property presently unpaved shall be paved or otherwise be covered with 253concrete, asphalt, or any other paving material, nor shall any road for access or other 254purposes be constructed without the advance written permission of the Steward pursuant 255to Paragraph 4. Unpaved farm roads as required by agricultural operations are permitted 256without further permission from the Steward. The Landowner shall notify the Steward of 257any relocation or addition of unpaved roads. 258 25910. Trash. 260 261The dumping or accumulation of any kind of trash, refuse, vehicle bodies or parts, or 262hazardous waste on the Property, other than farm-related trash and refuse produced on the 263Property, is prohibited. However, this shall not prevent the storage of agricultural 264products and byproducts on the Property, so long as it is done in accordance with all 265applicable government laws and regulations. 266 26711. Commercial Signs. 268 269Commercial signs (including billboards) unrelated to permitted activities conducted on 270the Property are prohibited. 271 27212. Recreational Uses. 273 274Resort structures, golf courses, non-residential swimming pools, public or commercial 275airstrips, commercial equestrian facilities, public or commercial helicopter pads, and any 276other non-agricultural recreational structures or facilities are prohibited on the Property. 277Other buildings and facilities for any other private recreational use may not be built on

6 Page 6 of 16 278the Property without the advance written permission of the Steward pursuant to 279Paragraph 4. The use of motorized vehicles off roadways and outside of the building 280envelope is prohibited except where used for agricultural production or for the purpose of 281monitoring this Easement. 282 28313. Water Rights. 284 285The Landowner shall retain and reserve all ground water, and all appropriative, 286prescriptive, contractual or other water rights appurtenant to the Property at the time this 287Easement becomes effective. The Landowner shall not permanently transfer, encumber, 288lease, sell, or otherwise separate such quantity of water or water rights from title to the 289Property itself. No permanent separation of water or water rights shall be permitted. All 290water shall be retained in [County Name] County for agricultural production only. Water 291may be distributed to a contiguous property or other property owned or leased by the 292Landowner on an annual basis for agricultural production only. Any temporary 293distribution of water shall not impair the long-term agricultural productive capacity or 294open space character of the Property. 295 29614. Rights Retained by Landowner. 297 298Subject to Paragraph 7 and to interpretation under Paragraph 22, as owner of the 299Property, the Landowner reserves all interests in the Property not transferred, conveyed, 300restricted or prohibited by this Easement. These ownership rights include, but are not 301limited to, the right to sell, lease, or otherwise transfer the Property to anyone the 302Landowner chooses, as well as the right to privacy and the right to exclude any member 303of the public from trespassing on the Property and any other rights consistent with the 304purpose of this Easement. Nothing contained herein shall be construed as a grant to the 305general public of any right to enter upon any part of the Property. 306 307Nothing in this Easement relieves the Landowner of any obligation or restriction on the 308use of the Property imposed by law. 309 31015. Responsibilities of the Landowner and the Steward Not Affected. 311 312Other than as specified herein, this Easement is not intended to impose any legal or other 313responsibility on the Steward, or in any way to affect any existing obligation of the 314Landowner as owner of the Property. Among other things, this shall apply to: 315 316(a) Taxes – The Landowner shall be solely responsible for payment of all taxes and 317assessments levied against the Property. If the Steward ever pays any taxes or 318assessments on the Property, or if the Steward pays levies on Landowner’s interest in 319order to protect Steward’s interests in the Property, the Landowner will reimburse the 320Steward for the same. 321 322(b) Upkeep and Maintenance – The Landowner shall be solely responsible for the upkeep 323and maintenance of the Property, to the extent it may be required by law. The Steward

7 Page 7 of 16 324shall have no obligation for the upkeep or maintenance of the Property. If the Steward 325acts to maintain the Property in order to protect the Steward’s interest in the Property, 326The Landowner will reimburse the Steward for any such costs. 327 328(c) Liability and Indemnification – In view of Steward’s and the Department of 329Conservation’s negative rights, limited access to the land, and lack of active involvement 330in the day-to-day management activities on the Property, the Landowner shall indemnify, 331protect, defend and holds harmless the Steward, the Department of Conservation, their 332officers, directors, members, employees, contractors, legal representatives, agents, 333successors and assigns (collectively “Agents and Assigns”) from and against all 334liabilities, costs, losses, orders, liens, penalties, claims, demands, damages, expenses, or 335causes of action or cases, including without limitation reasonable attorneys’ fees, arising 336out of or in any way connected with or relating to the Property or the Easement. The 337Landowner shall be solely liable for injury or the death of any person, or physical damage 338to any property, or any other costs or liabilities resulting from any act, omission, 339condition, or other matter related to or occurring on or about the Property, regardless of 340cause, unless due to the negligence or willful misconduct of Steward, the Department of 341Conservation, and/or their respective Agents and Assigns. The Steward shall be named 342additional insured on the Landowner’s general liability insurance policy. 343 344Neither the Steward, the Department of Conservation, nor their Agents and Assigns shall 345have any responsibility for the operation of the Property, monitoring of hazardous 346conditions on it, or the protection of the Landowner, the public or any third parties from 347risks relating to conditions on the Property. Without limiting the foregoing, neither 348Steward, the Department, nor their respective Agents and Assigns shall be liable to the 349Landowner or other person or entity in connection with consents given or withheld, or in 350connection with any entry upon the Property occurring pursuant to this Easement, or on 351account of any claim, liability, damage or expense suffered or incurred by or threatened 352against the Landowner or any other person or entity, except as the claim, liability, 353damage, or expense is the result of gross negligence, or intentional misconduct of the 354Steward, the Department, and/or their respective Agents and Assigns. 355 35616. Monitoring Reports 357 358The Steward shall manage its responsibilities as holder of this Easement in order to 359uphold the Purpose of this Easement. The Steward’s responsibilities include, annual 360monitoring, such additional monitoring as circumstances may required, record keeping, 361and enforcement, for the purpose of preserving the Property’s agricultural productive 362capacity and open space character in perpetuity. With reasonable advance notice (except 363in the event of an emergency circumstance or prevention of a threatened breach), the 364Steward shall have the right to enter upon, inspect, observe, monitor and evaluate the 365Property to identify the current condition of, and uses and practices on the Property and 366to determine whether the condition, uses and practices are consistent with this Easement, 367subject to the following conditions: 368 369Steward shall indemnify, defend with counsel of Landowner’s choice, and hold

8 Page 8 of 16 370Landowner harmless from, all expense, loss, liability, damages and claims, including 371Landowner’s attorneys’ fees, if necessary, arising out of Steward’s entry on the Property, 372unless caused by a violation of this Easement by Landowner or by Landowner’s 373negligence or willful misconduct. 374 375The Steward shall report to the Department of Conservation by June 30 annually after the 376annual monitoring visit, describing method of monitoring, condition of the Property, 377stating whether any violations were found during the period, describing any corrective 378actions taken, the resolution of any violation, and any transfer of interest in the Property. 379Failure to do so shall not impair the validity of this Easement or limit its enforceability in 380any way. 381 38217. Enforcement. 383 384The Steward may take all actions that it deems necessary to ensure compliance with the 385terms, conditions, covenants and purposes of this Easement. The Steward shall have the 386right to prevent and correct violations of the terms, conditions, covenants and purposes of 387this Easement. If the Steward finds what it believes is a violation, it may at its discretion 388take appropriate legal action to ensure compliance with the terms, conditions, covenants 389and purposes of this Easement and shall have the right to correct violations and prevent 390the threat of violations. Except when an ongoing or imminent violation could irreversibly 391diminish or impair the agricultural productive capacity and open space character of the 392Property, the Steward shall give the Landowner written notice of the violation and thirty 393(30) days to correct it, before filing any legal action. 394 395If a court with jurisdiction determines that a violation may exist or has occurred, or is 396about to occur, the Steward may obtain an injunction, specific performance, or any other 397appropriate equitable or legal remedy, including (i) money damages, including damage 398for the loss of agricultural conservation values protected by this Easement, (ii) restoration 399of the Property to its condition existing prior to such violation, and (iii) an award of all of 400the Steward’s expenses incurred in stopping and correcting the violation, including but 401not limited to reasonable attorney’s fees. The failure of the Steward to discover a 402violation or to take immediate legal action to prevent or correct a violation or potential 403violation known to the Steward, shall not bar the Steward from taking subsequent legal 404action. The Steward’s remedies under this section shall be cumulative and shall be in 405addition to all remedies now or hereafter existing at law or in equity. 406 407Without limiting the Landowner’s liability therefor, the Steward shall apply damages 408recovered to the cost of undertaking any corrective action on the Property. Should the 409restoration of lost values be impossible or impractical for whatever reason, the Steward 410shall apply any and all damages recovered to furthering its mission, with primary 411emphasis on agricultural conservation easement acquisition and enforcement. 412 413In the event the Steward fails to enforce any term, condition, covenant or purpose of this 414Easement, as determined by the Director of the California Department of Conservation, 415the Director of the Department and his or her successors and assigns shall have the right

9 Page 9 of 16 416to enforce this Easement after giving notice to the Landowner and the Steward and 417providing a reasonable opportunity under the circumstances for the Steward to enforce 418any term, condition, covenant or purpose of the Easement. In the event that the Director 419of the Department determines that the Steward has failed to enforce any of the terms, 420conditions, covenants or purposes of the Easement, the Director of the Department and 421his or her successors and assigns shall be entitled to exercise the right to enter the 422Property granted to the Steward including right of immediate entry where the Director of 423the Department or his or her successor or assign determines that immediate entry is 424required in the event of an emergency circumstance or prevention of a threatened breach 425of this Easement. 426 427Failure or refusal to exercise any rights under the terms of this Easement by the Steward 428in the event of a breach by the Landowner of any term herein shall not constitute a waiver 429or forfeiture of Steward’s right to enforce any term, condition, covenant or purpose of 430this Easement. 431 43218. Transfer of Easement. 433 434This Easement may only be assigned or transferred to a private nonprofit organization 435that, at the time of transfer, is a “qualified organization” under section 170(h) of the U.S. 436Internal Revenue Code and under section 815.3(a) of the California Civil Code and has 437similar purposes to preserve agricultural lands and open space. If no such private 438nonprofit organization exists or is willing to assume the responsibilities imposed by this 439Easement, then this Easement may be transferred to any public agency authorized to hold 440interests in real property as provided in section 815.3(b) of the California Civil Code. 441Such an assignment or transfer may proceed only if the organization or agency expressly 442agrees to assume the responsibility imposed on the Steward by the terms of this Easement 443and is expressly willing and able to hold this Easement for the purpose for which it was 444created. All transfers shall be duly recorded. 445 446If the Steward should desire to transfer this Easement, the Steward must obtain written 447permission from the Landowner and the Department of Conservation, which permission 448shall not be unreasonably withheld. 449 450If the Steward or its successors ever ceases to exist or no longer qualifies under section 451170(h) of the U.S. Internal Revenue Code, or applicable state law, the California 452Department of Conservation, in consultation with the Landowner, shall identify and 453select an appropriate private or public entity to whom this Easement shall be transferred. 454 45519. Transfer of Property Interest. 456 457Any time the Property itself, or any interest in it, is transferred by the Landowner to any 458third party, the Landowner shall notify the Steward in writing at least thirty (30) days 459prior to the transfer of the Property or interest, and the document of conveyance shall 460expressly incorporate by reference this Easement. Any document conveying a lease of 461the Property shall expressly incorporate by reference this Easement. Failure of the

10 Page 10 of 16 462Landowner to do so shall not impair the validity of this Easement or limit its 463enforceability in any way. 464 46520. Amendment of Easement. 466 467This Easement may be amended only with the written consent of the Landowner, the 468Steward, and the Director of the California Department of Conservation. Any such 469amendment shall be consistent with the purposes of this Easement and with the Steward’s 470easement amendment policies, and shall comply with all applicable laws, including 471section 170(h) of the Internal Revenue Code, or any regulations promulgated in 472accordance with that section, and with section 815 et seq. of the California Civil Code, 473and the California Conservation Act as codified in Section 51200, et seq., of the 474California Government Code, and any regulations promulgated thereunder. No 475amendment shall diminish or affect the perpetual duration or the purpose of this 476Easement nor the status or rights of the Steward under the terms of this Easement. 477 478This Easement and any amendment to it shall be recorded in [County name] County. 479Copies of any amendments to this Easement shall be provided to the Department of 480Conservation. 481 48221. Interpretation. 483 484 (a) This Easement shall be interpreted under the laws of the State of California, 485 resolving any ambiguities and questions of the validity of specific provisions so as 486 to give maximum effect to its conservation purposes. 487 488 (b) References to authorities in this Easement shall be to the statute, rule, regulation, 489 ordinance or other legal provision that is in effect at the time this Easement 490 becomes effective. 491 492 (c) No provision of this Easement shall constitute governmental approval of any 493 improvements, construction or other activities that may be permitted under this 494 Easement. 495 49622. Perpetual Duration. 497 498Pursuant to California Civil Code section 815.1, this Easement shall run with the land in 499perpetuity. Every provision of this Easement that applies to the Landowner or the 500Steward shall also apply to their respective agents, heirs, executors, administrators, 501assigns, and all other successors as their interests may appear. 502 503No merger of title, estate or interest shall be deemed effected by any previous, 504contemporaneous, or subsequent deed, grant, or assignment of an interest or estate in the 505Property, or any portion thereof, to the Steward, or its successors or assigns. It is the 506express intent of the parties that this Easement not be extinguished by, or merged into, or 507modified, or otherwise deemed affected by any other interest or estate in the Property

11 Page 11 of 16 508now or hereafter held by the Steward or its successors or assigns. 509 51023. Notices. 511 512Any notices to the Landowner and the Steward required by this Easement shall be in 513writing and shall be personally delivered or sent by first class mail, to the following 514addresses, unless a party has been notified by the other of a change of address: 515 516To the Landowner: 517 518 ______519 ______520 ______521 522To the Steward: 523 524 ______525 ______526 ______527 528Any notices required by this Easement to be sent to the Department of Conservation shall 529be in writing and shall be personally delivered or sent by first class mail, at the following 530address, unless a party has been notified by the Department of a change of address: 531 532To the Secretary of Resources/Department of Conservation: 533 534 Department of Conservation 535 801 K Street, 18-01 536 Sacramento, CA 95814 537 Attn: Williamson Act Program 538 53924. Landowner’s Environmental Warranty. 540 541 (a) Nothing in this Easement shall be construed as giving rise to any right or ability 542 in the Steward or the Department of Conservation to exercise physical or 543 management control over the day-to-day operations of the Property, or any of the 544 Landowner’s activities on the Property, or otherwise too become an “owner” or 545 “operator” with respect to the Property as those words are defined and used in 546 environmental laws, including the Comprehensive environmental Response, 547 Compensation, and Liability Act of 1980 (“CERCLA”), as amended or any 548 corresponding state and local statute or ordinance. 549 550 (b) The Landowner warrants that it has no actual knowledge of a release or 551 threatened release of any Hazardous Materials on, at, beneath or from the Property. 552 Moreover the Landowner hereby promises to defend and indemnify the Steward and 553 the Department of Conservation against all litigation, claims, demands, penalties and

12 Page 12 of 16 554 damages, including reasonable attorneys’ fees, arising from or connected with any 555 release of any Hazardous Materials on, at, beneath or from the Property, or arising 556 from or connected with a violation of any Environmental Laws. The Landowner’s 557 indemnification obligation shall not be affected by any authorizations provided by 558 the Steward to the Landowner with respect to the Property or any restoration 559 activities carried out by the Steward at the Property; provided, however, that the 560 Steward shall be responsible for any Hazardous Materials contributed after this date 561 to the Property by the Steward. 562 563 (c) The Landowner warrants that it shall remain in compliance with, all applicable 564 Environmental Laws. The Landowner warrants that there are no notices by any 565 governmental authority of any violation or alleged violation of, non-compliance or 566 alleged non-compliance with or any liability under any Environmental Law relating 567 to the operations or conditions of the Property. 568 569 (d) “Environmental Law” or “Environmental Laws” means any and all Federal, 570 state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes 571 guidelines, policies or requirements of any governmental authority regulating or 572 imposing standards of liability or standards of conduct (including common law) 573 concerning air, water, solid waste, Hazardous Materials, worker and community 574 right-to-known, hazard communication, noise radioactive material, resource 575 protection, subdivision, inland wetlands and watercourses, health protection and 576 similar environmental health, safety, building and land use as may now or at any 577 time hereafter be in effect. 578 579 (e) “Hazardous Materials” means any petroleum, petroleum products, fuel oil, waste 580 oils, explosives, reactive materials, ignitable materials, corrosive materials, 581 hazardous chemicals, hazardous wastes, hazardous substances, extremely hazardous 582 substances, toxic substances, toxic chemicals, radioactive materials, infectious 583 materials and any other element, compound, mixture, solution or substance which 584 may pose a present or potential hazard to human health or the environment or nay 585 other material defined and regulated by Environmental Laws. 586 587 (f) If at any time after the effective date of this Easement there occurs a release, 588 discharge or other incident in, on, or about the Property of any substance now or 589 hereafter defined, listed, or otherwise classified pursuant to any federal, state, or 590 local law, regulation, or requirement as hazardous, toxic, polluting, or otherwise 591 contaminating to the air, water, or soil, or in any way harmful or threatening to 592 human health or the environment, the Landowner agrees to take any steps that are 593 required of the Landowner with respect thereto under federal, state, or local law 594 necessary to ensure its containment and remediation, including any cleanup. 595 59625. Landowner’s Title Warranty; No Prior Conservation Easements. 597 598The Landowner represents and warrants that it owns the entire fee simple interest in the 599Property, including the entire mineral estate, and hereby promises to defend this

13 Page 13 of 16 600Easement against all claims that may be made against the Easement. Any and all 601financial liens or financial encumbrances existing as of the date of the execution of this 602Easement have been subordinated. Exhibit C (Prior Encumbrances) sets forth all the non- 603financial encumbrances. Grantor represents and warrants that the Property is not subject 604to any other conservation easement whatsoever. 605 60626. Granting Subsequent Easements Interest in Land, or Use Restrictions. 607 608The grant of any easements, other interests in land, or use restrictions that might diminish 609or impair the agricultural productive capacity or open space character of the Property is 610prohibited. The Landowner may grant subsequent conservation easements or use 611restrictions on the Property provided that such easements or use restrictions do not 612restrict agricultural husbandry practices, or interfere with any of the terms of this 613Easement as determined by the Steward. “Husbandry practices” means agricultural 614activities, such as those specified in section 3482.5(e) of the California Civil Code, 615conducted or maintained for commercial purposes in a manner consistent with proper and 616accepted customs and standards, as established and followed by similar agricultural 617operations in the same locality. The Steward’s written approval shall be obtained at least 618thirty (30) days in advance of the Landowner’s execution of any subsequent easement, 619interests in land, or use restriction on the Property, and such subsequent easements, 620interests in the land, and use restrictions shall make reference to and be subordinate to 621this Easement. The Steward shall notify the Department in the event that it approves any 622subsequent easement, interest in the land, or use restriction. The Steward shall 623disapprove any proposed subsequent easement or use restriction that appears to restrict 624agricultural husbandry practices, or diminishes or impairs the agricultural productive 625capacity or open space character of the Property. 626 62727. Severability 628 629If any term, provision, covenant, condition or restriction of this Easement is held by a 630court of competent jurisdiction to be unlawful, invalid, void, unenforceable, or not 631effective the remainder of the agreement shall remain in full force and effect and shall in 632no way be affected, impaired, or invalidated. 633 63428. Entire Agreement. 635 636This Easement is the final and complete expression of the agreement between the parties 637with respect to this subject matter. Any and all prior or contemporaneous agreements 638with respect to this subject matter, written or oral, are merged into and superceded by this 639written instrument. 640 64129. Acceptance. 642 643As attested by the signature of its [Position Title] affixed hereto, in exchange for 644consideration, the Steward hereby accepts without reservation the rights and 645responsibilities conveyed by this Deed of Agricultural Conservation Easement.

14 Page 14 of 16 646 647To Have and To Hold, this Deed of Agricultural Conservation Easement unto the 648Steward, its successors and assigns, forever. 649 650In Witness Whereof, the Landowner and the Steward, intending to legally bind 651themselves, have set their hands on the date first written above. 652 653 654LANDOWNER 655 656[Landowner’s Name]. 657 658By: ______659 660Name: ______661 662Title: ______663 664STEWARD 665 666[Steward’s Name], 667a California nonprofit public benefit corporation 668 669By: ______670 671Name: ______672 673Title: ______674 675 ACKNOWLEDGEMENTS 676 677 678STATE OF CALIFORNIA } ss 679COUNTY OF } 680 681On before me, , Notary Public of the 682State of California, personally appeared , 683personally known to me (or proved to me on the basis of satisfactory evidence) to be the 684person whose name is subscribed to the within instrument and acknowledged to me that 685he executed the same in his authorized capacity, and that by his signature on the 686instrument the person or the entity upon behalf of which the person acted, executed the 687instrument. 688 689WITNESS my hand and official seal. 690 691Signature

15 Page 15 of 16 692 693 694 695STATE OF CALIFORNIA } ss 696COUNTY OF } 697 698On before me, , Notary Public of the 699State of California, personally appeared , 700personally known to me (or proved to me on the basis of satisfactory evidence) to be the 701person whose name is subscribed to the within instrument and acknowledged to me that 702he executed the same in his authorized capacity, and that by his signature on the 703instrument the person or the entity upon behalf of which the person acted, executed the 704instrument. 705 706WITNESS my hand and official seal. 707 708Signature 709 710 711 712Exhibit A (Legal Description) Attached 713Exhibit B (Building Envelope and Existing Improvements) Attached 714Exhibit C (Prior Encumbrances) Attached 715Exhibit D (Department of Conservation Approval) Attached

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