* PLEASE NOTE: This is a standard easement template. Not all stipulations outlined in this example are allowable, nor does this document contain all allowable stipulations.

BATTLEFIELD EASEMENT TEMPLATE

This sample deed is provided to assist landowners and their attorneys in preparing deeds of easement. As each property contains unique Preservation and Conservation Values, the easement language will be tailored to each individual property and the resources to be protected. We recommend provisions appropriate to the individual property and its resources. Landowners should discuss present and future land management practices with staff before preparation of the deed of Easement. A conservation easement will permanently change how the property may be used and its market value. Because this change can have major estate planning and tax consequences, landowners should consult legal counsel prior to submission of their proposed easement. [DATE]

NOTE TO TITLE EXAMINERS: This perpetual conservation easement contains restrictions on permitted uses and activities on the property described below, which run with the land and are applicable to the property in perpetuity.

PREPARED BY: [name, organization, address] [If by an attorney, VSB No.]

When recorded, please return to:

Title Insurance: [Name of insurer]

[As applicable]Tax Map/GPIN/Parcel Number:

Exempted from recordation taxes under the Code of, as amended, and from Circuit Court Clerk’s Fees under

DEED OF [GIFT OF] / [PARTIAL GIFT AND PARTIAL SALE OF] CONSERVATION EASEMENT

[PROPERTY NAME] ______Battlefield ______County

EASEMENT FILE NO. ______ep

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THIS DEED OF CONSERVATION EASEMENT made this _____ day of ______, 20__,by [Grantor name/title], [if nonperson, describe legal status (corporation, nonprofit, etc.)], whose address is: ______(“Grantor”), and the, whose address is: (“Grantee”) (the designations “Grantor” and “Grantee” refer to Grantor and Grantee and their respective successors or assigns). [if applicable] [Name of Bank] (“Grantor” for indexing purposes only) and [Names of Trustees] (“Trustees”) to be indexed as additional grantors, for the purpose of consenting to and subordinating to the Easement described herein and to effect subordination of its interests in the Property, as described below, to this Easement. [if applicable] [Name of Additional Grantor] (“Additional Grantor”), [wife/husband] of Grantor, joins in the execution of this deed to evidence [her/his] consent to the conveyance of the Easement granted herein and its exclusion from the augmented estate of Grantor pursuant to Section. The Additional Grantor is to be indexed as a grantor.

[Add additional grantor/grantee etc. as necessary for leaseholds or other property interests]

RECITALS:

R-1 Grantor is the owner in fee simple of real property (the “Property”) commonly known as______on the ______Battlefield, situated in ______County, ______, containing in the aggregate ____ acres, more or less, and located at [911 number, Street or Road, City/Town, , zip code], as [more particularly described below] [and/or] [shown on (“name of plat,” surveyor and date including final revision date, if applicable)] attached hereto and referenced herein as Exhibit A]. Said Property contains, as of the Effective Date of this Deed of Conservation Easement (the “Effective Date” is hereinafter defined in Section V, Paragraph 5.21 (Effective Date) below), the improvements described in Section II, Paragraph 2.3 (Existing Buildings, Structures, Amenities and Features) below.

R-2 Grantor and Grantee desire to protect in perpetuity the historic battlefield [and any archeological, architectural, open-space, natural or water quality] values on the Property (the “Preservation and Conservation Values”) as described in Section I, Paragraph 1.2 (Purposes) below. Grantor and Grantee intend to accomplish such protection by restricting the use of the Property and, to that end, Grantor desires to give, grant and convey to Grantee, and Grantee is willing to accept, a perpetual conservation easement over the Property, all as more particularly set forth herein (the “Easement”).

R-3 [if applicable] Grantee is an agency of the State of ______and a “qualified organization” under 26 U.S.C. § 170(h)(3) (2014) of the Internal Revenue Code) (references to the Internal Revenue Code in this Easement shall be to the United States Internal Revenue Code of 1986, as amended, and the applicable regulations and rulings issued thereunder, or the corresponding provisions of any subsequent Federal tax laws and regulations (hereinafter “Section 170(h)”) and Treasury Regulation Section 1.170A-14(c)(1).

R-4 Article XI of the 1971 Constitution of the State of ______declares the preservation of historic property and sites to be a goal of state government, and Section I of that

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article provides that “[I]t shall be the policy of the State to conserve, develop, and utilize its natural resources, its public lands and its historic sites and buildings. Further, it shall be the State’s policy to protect its atmosphere, lands, and waters from pollution, impairment, and destruction, for the benefit, enjoyment and general welfare of the people of the State.”

R-5 Chapter 461 of the Acts of 1966, codified in part in Chapter 17, Title 10.1, Sections 10.1-1700 through 10.1-1705 of the Code of ______(1950), as amended (hereinafter, the “Open-Space Land Act”), provides “that the provision and preservation of permanent open- space land are necessary to help curb urban sprawl, to prevent the spread of urban blight and deterioration, to encourage and assist more economic and desirable urban development, to help provide and preserve necessary park, recreational, historic and scenic lands, and to conserve land and other natural resources”, and authorizes the acquisition of interests in real property, including easements in gross, as a means of preserving open-space land. The Code of ______(1950), as amended, shall hereinafter be referred to as “Code of ______” or “_____ Code.”

R-6 Chapter 22, Title 10.1 of the Code of ______, entitled “Historic Resources,” was enacted to support the preservation and protection of the State of ______’s significant historic, architectural, archeological, and cultural resources and charges Grantee to designate as historic landmarks to be listed in the ______Landmarks Register such buildings, structures, districts, and sites which it determines to have local, statewide, or national significance. Pursuant to Section 10.1-2204(A)(4) of the Code of ______, Grantee is authorized to acquire easements in such properties for the purposes of, among other things, the preservation and protection of historic resources in ______. Grantee is willing to accept this perpetual historic preservation and conservation easement over the Property as herein set forth.

R-7 Grantee is a public body under the Open-Space Land Act, as an agency of the State of ______, and is specifically authorized to acquire land for the preservation and protection of open-space land.

R-8 The ______Department of Historic Resources (“VDHR”), an agency of the State of ______, represents that its mission is “to foster, encourage, and support the stewardship of ______’s significant historic, architectural, archeological, and cultural resources.” Under the leadership of its Director, the VDHR administers such easements on behalf of Grantee, and Grantee has the resources to manage and enforce the restrictions in this Easement and the commitment to do so.

R-9 [if applicable] Chapter 3, Article 20.1, Title 58.1, Sections 58.1-510 through 58.1- 513 of the Code of ______(“______Land Conservation Incentives Act”), supplements existing land conservation programs to further encourage the preservation and sustainability of the State’s unique natural resources, wildlife habitats, open spaces, historic resources, and forest resources; and Section 512-A provides for a credit against the tax liability imposed by Sections 58.1-320 and 58.1-400 for any land or interest in land located in ______which is conveyed for the purposes of agricultural and forestal use, open space, natural resource, and/or biodiversity conservation, or land, agricultural, watershed, and/or

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historic preservation, as an unconditional donation by the landowner/taxpayer to a public or private conservation agency eligible to hold such land and interests therein for conservation or preservation purposes.

R-10 As required under Section 10.1-1701 of the Open-Space Land Act, the use of the Property for open-space land, which includes the provision or protection of the real property for “(i) park or recreational purposes, (ii) conservation of land or other natural resources, (iii) historic or scenic purposes, (iv) assisting in the shaping of the character, direction, and timing of community development, (v) wetlands as defined in Section 28.2-1300 of the Code of ______, or (vi) agricultural and forestal production,” conforms to the official ______County Comprehensive Plan (“Comprehensive Plan”), and the Property is designated as ______on the County’s future land use map, which designation states that ______.

R-11 Pursuant to the Open-Space Land Act, the purposes of this Easement, as further described in Section I, Paragraph 1.2 (Purposes) below, include preserving the historic battlefield and battlefield landscape and [the historical, architectural and/or archeological aspects], and retaining [the use of the Property for agricultural, forestal, recreational and open-space purposes, and the protection of natural resources, maintaining or enhancing air or water quality, and limiting and restricting the use of the Property, including but not limited to division or subdivision of the Property, [alterations to historic buildings, structures, amenities and features on the Property,] new construction and ground disturbing activities, and ensuring that the Property will remain perpetually protected for open-space uses.

R-12 [if applicable] This Easement is intended to constitute, in part (i) a “qualified conservation contribution” as defined in Section 170(h)(1) and as more particularly explained below, and (ii) a qualifying “interest in land” under the ______Land Conservation Incentives Act (____ Code §§ 58.1-510 - 58.1-513).

R-13 [Include description of Property and historic and archeological resources in sequential recitals. Should reference all historic buildings, structures, features and amenities including landscape features and archeological sites, deposits or features in individual recitals.]

R-14 [if applicable] This Easement is granted “exclusively for conservation purposes” under Section 170(h)(1)(C) because it effects “the preservation of open space” under Section 170(h)(4)(A)(iii). Specifically, the preservation of open space on this Property is pursuant to clearly delineated state and local governmental conservation policies and will yield a significant public benefit, as more particularly explained below.

R-15 [if applicable] This Easement is granted “exclusively for conservation purposes” under Section 170(h)(1)(C) because it effects “the preservation of an historically important land area” under Section 170(h)(4)(A)(iv) because, in the opinion of the VDHR, the Property meets the “Criteria for Evaluation” for listing on the National Register of Historic Places (36 C.F.R. 60.4). The Property meets Criterion/a [A for its association “with events that have made a significant contribution to the broad patterns of our history” and/or B for its association with the lives of significant persons in our past” and/or C as it embodies “the distinctive characteristics of

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a type, period or method of construction” and/or D as it has “yielded or may be likely to yield information important in history or prehistory”] because [explain historic significance of Property]. The Property retains integrity of setting, location, feeling and/or association as a Civil War battlefield [and also of [indicate significant characteristic, e.g. architectural style] under Criterion C for its construction, architectural style, materials] as a [type of historic resource].

[if applicable] [Add additional recitals that Easement is “granted exclusively for conservation purposes” as an “historically important land area” pursuant to Section 170(h)(4)(A)(iv) if there are historic buildings, structures or features eligible for listing on the Property.]

[if applicable] [Add additional recitals that Easement is “granted exclusively for conservation purposes” if it involves “preservation of a certified historic structure” pursuant to Section 170(h)(4)(A)(iv) for any building, structure, feature or amenity already individually listed or listed as contributing to a National Register historic district as set forth in Section 170(h)(4)(C).]

R-16 The “Civil War Sites Study Act of 1990” (Pub. L. 101-628, Title XII Sections 1201-1210, as amended by 54 U.S.C. § 100507) authorized the establishment of the Civil War Sites Advisory Commission (“CWSAC”). This Commission, appointed by Congress and the Secretary of the Interior, prepared a study that identified the nation’s historically significant Civil War sites; determined their relative importance and condition; assessed threats to their integrity; and recommended alternatives for preserving and interpreting the sites. In 1993, the CWSAC issued its report to Congress, titled “The Report on the Nation’s Civil War Battlefields” (1993, rev. 2009) (“CWSAC Report”), which prioritized the importance, condition of, and the threats to American Civil War battlefields.[if applicable] The CWSAC also recommended that the federal government establish a program for acquisition and protection of priority battlefields that would authorize direct matching grants to states and to qualified non-profit battlefield preservation organizations working in coordination with the federal and state battlefield protection programs.

R-17 [if applicable] The “American Battlefield Protection Act of 1996” (16 U.S.C. § 469k, as amended) was established in response to the recommendation of CWSAC to “assist citizens, public, and private institutions, and governments at all levels in planning, interpreting, and protecting sites where historic battles were fought on American soil during the armed conflicts that shaped the growth and development of the United States, in order that present and future generations may learn and gain inspiration from the ground where Americans made their ultimate sacrifice.” This legislation authorized the Secretary of the Interior, acting through the American Battlefield Protection Program (“ABPP”), to encourage, support, assist, recognize, and work in partnership with citizens, federal, state, local, and tribal governments, other public entities, educational institutions, and private nonprofit organizations in identifying, researching, evaluating, interpreting, and protecting historic battlefields and associated sites on a national, state, and local level.

R-18 [if applicable] The “Civil War Battlefield Preservation Act of 2002” (Pub. L. 107- 359; 16 U.S.C. § 469k, as amended), amended the American Battlefield Protection Act of 1996, and stated among its purposes in Section 469k(2)(a) to “act quickly and proactively to preserve and protect nationally significant Civil War battlefields through conservation easements and fee- simple purchase of those battlefields from willing sellers,” and in Section 469k(2)(b) to “create

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partnerships among State and local governments, regional entities, and the private sector to preserve, conserve, and enhance nationally significant Civil War battlefields.” This legislation authorized the Secretary of the Interior to establish a battlefield acquisition grant program for the preservation and protection of “eligible sites.” An “eligible site” is defined as a site (i) that is not within the exterior boundaries of a unit of the National Park System and (ii) that is identified in the CWSAC Report. 54 U.S.C. § 308103(a).

R-19 [if applicable] The “American Battlefield Protection Program Authorization of 2009” (54 U.S.C. § 308103 (2015)) replaced the “Civil War Battlefield Preservation Act of 2002” (16 U.S.C. § 469k, as amended). The ABPP, under the authority of the American Battlefield Protection Program Authorization of 2009, as amended (54 U.S.C. § 308103), awarded a grant from the Land and Water Conservation Fund to the [name of pass-through entity], which in turn sub-granted the grant funds to the Grantor for the acquisition of this [Property or Easement].

R-20 [if applicable] As such, the Property is subject to 54 U.S.C. § 200305(f)(3) (hereinafter “Section 6(f)(3)”) of the Land and Water Conservation Fund Act (54 U.S.C. §§ 200301 - 200310 (2015)), which section states that no property acquired or developed with grant assistance shall be converted from conservation/recreation uses, other than with the approval of the Secretary of the Interior.

R-21 [if applicable] In accordance with the American Battlefield Protection Program Authorization of 2009 (54 U.S.C. § 308103) and Section 6(f)(3) of the Land and Water Conservation Fund Act, lands and interests in land acquired with Land and Water Conservation Fund assistance can be converted to a use other than conservation and open space only upon the written permission of the Secretary of the Interior, acting through the ABPP, as set forth in Paragraph 5.3 (Conversion or Diversion) below, and only upon the substitution of other land of equal market value and of reasonably equivalent usefulness and location for conservation/recreation purposes to be perpetually protected for conservation and open-space purposes. See 54 U.S.C. § 200305(f)(3) and 36 C.F.R. 59.3.

R-22 [if applicable] Chapter 22, Title 10.1, Section 2202.4 of the Code of ______, established the Civil War Site Preservation Fund (the “Fund”), administered by the VDHR, and states that moneys in the Fund shall be used by the VDHR solely for the purpose of making grants to private nonprofit organizations to match federal and other matching funds. All such grants shall be made solely for the fee simple purchase of, or purchase of protective interests in, any ______Civil War historic site listed in the CWSAC Report, as amended or reissued, pursuant to the Civil War Battlefield Preservation Act of 2002 (16 U.S.C. § 469k, as amended) as amended or supplemented by new information by the ABPP. The Director of the VDHR is charged with establishing, administering, managing, and making expenditures and allocations from the Fund and has established guidelines for applications, and the prioritization and award of grants from the Fund in consultation with appropriate Civil War battlefield preservation interests.

R-23 [if applicable] In accordance with Section 10.1-2202.4 of the Code of ______, the VDHR awarded [name of Grantor] a Civil War Site Preservation Fund

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grant and Grantor’s purchase of the [Property or Easement] was funded [in part or in whole] through that ______Civil War Site Preservation grant and placement of this Easement is a condition of the grant.

R-24 The Property, as of the Effective Date, contains approximately ______acres of land that lie within the [core/study] area of the ______Battlefield as determined by the CWSAC, which has given the ______Battlefield a Preservation Priority ____ Class __ Rating.

R-25 The CWSAC defines Priority ___ battlefields as [insert rating and explain definition].

R-26 [Describe battle as it pertains to the property to be eased].

R-27 [if applicable] A portion of the Property also lies within the [core/study] area of the ______Battlefield, as determined by the CWSAC, which Commission has given the ______Battlefield a Preservation Priority ___ Class __ Rating.

R-28 [if applicable] The CWSAC defines Priority ___ battlefields as [insert rating and explain definition].

R-29 [if applicable] [Describe second battle as it pertains to the property to be eased].

R-30 [if applicable] The Property contains known archeological site(s) which contain(s) [a site or a deposit or a feature] [associated with or representative of] [describe resource and cite specific historic context], which site is formally recorded in the VDHR’s permanent archive.

R-31 The Property is further significant for its potential to contain archeological sites, deposits or features directly [associated with or representative of] [describe potential resource and cite specific historic context].

R-32 The Property is further significant for its archeological potential as a Civil War battlefield. Although the Property has not been subjected to professional archeological survey, in the opinion of the VDHR, the Property has the potential to contain archeological sites, deposits and features associated with the Civil War, specifically the Battle(s) of ______[and ______], based on [the concentration of troop movement, direct engagement of the opposing armies, the location of a camp, the use of ______[historic building] as officer’s quarters, a hospital, etc.] across or on the Property.

R-33 [if applicable] The previously identified archeological site(s) on the Property also serve as indication that the Property as a whole is likely to contain additional sites, deposits or features associated with its [prehistoric and] historic use and occupation.

R-34 [if applicable] Grantor’s acquisition of the [Property or Easement] was also funded in part through [cite source such as _____or Transportation Enhancement, and state whether easement is a condition of that funding].

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[if applicable] The ______(“______”), established under Sections 10.1-1017 through 10.1-1026 of the ______Code, awarded a grant in the amount of [insert amount written out] ($ 00.00) to Grantor to ensure the permanent protection of the Property’s Preservation and Conservation Values. The purpose of the ______is to conserve certain categories of land, including open spaces and parks; natural areas; historic areas; and farmland and forest preservation. The ______establishes, administers, and makes expenditures from the fund. Grant awards are based on specific criteria defined in each category. The ______conditions award of these funds on the Grantor’s conveyance of a perpetual easement for the purpose of preserving those features which contribute to the historic significance of the Property.

R-35 [if applicable] The Property contains approximately ______(XX) acres of forested cover, primarily [describe as primary growth, mature second growth, etc.] as of the Effective Date.

R-36 [if applicable] The Property contains approximately ______(XX) acres of fields and meadows used for [crop production including hay, corn, etc. or grazing livestock] as of the Effective Date.

R-37 [if applicable] The Property contains approximately ___ (XX) acres of Prime Farmland, as well as approximately _____ (XX) acres considered Farmland of Statewide Importance. Prime Farmland is defined by the United States Department of Agriculture (“USDA”) as “[l]and that has the best combination of physical and chemical characteristics for producing food, feed, forage, fiber, and oilseed crops and that is available for these uses. It has the combination of soil properties, growing season, and moisture supply needed to produce sustained high yields of crops in an economic manner if it is treated and managed according to acceptable farming methods.” Farmland of Statewide Importance is determined by the appropriate agencies at the state level and generally includes areas with soils that nearly meet the requirements for designation as Prime Farmland and that economically produce high yields of crops when treated and managed according to acceptable farming methods.

R-38 [if applicable] The Property contains [streams, ponds, river frontage, wetlands, etc.] as of the Effective Date.

R-39 [if applicable] [Insert any other conservation values. If subject to ____ Criteria, insert recitals for every conservation value identified by _____.]

R-40 The Property is visible from [cite State/County route number or name of road or street], which is a public transportation corridor. The Property represents publicly significant open space in this corridor, and the Property’s historic, [and any natural and open-space] resources contribute to the historic, cultural, and open-space features that define the existing [as applicable] [rural, suburban or urban] character and landscape quality along this roadway.

R-41 [if applicable] [Identify road from which Property is visible as Scenic Byway or other designation].

R-42 In accordance with Section 10.1-200 of the Code of ______, the 2013 ______(the “______”) is ______’s official document regarding land

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conservation, outdoor recreation and open space planning. It provides guidance for the protection of lands through actions of the ______, and the ______is required in order for ______to take part in the federal Land and Water Conservation Fund (“LWCF”) program. Chapter 5 of the ______, entitled “Conservation Planning,” states: “Conserved open- space lands provide benefits in terms of working (agricultural and forestal) landscapes, scenic landscapes, recreation, natural areas and parks, cultural and historic resource protection, natural resource protection, water quality improvement and maintenance, and carbon sequestration, along with the economic benefits associated with these functions,” (____, Page 5.2). The ____ further states that the “[p]reservation of historic resources is linked with land conservation and open-space protection. As development spreads throughout the State, it is even more important to protect cultural and archeological resources. These historic resources provide insight into the social, cultural and economic development of ______and give citizens a tangible link to the past. These resources include historic houses, commercial buildings, factories, mills, churches, battlefields, archeological sites and cultural landscapes. It is sound environmental policy to protect these resources which preserve important pieces of the past needed to inspire and inform future generations,” (_____, Page 5.6). The ______acknowledges that “[p]roactive measures must be taken now to preserve ______’s historic resources. Such actions should be comprehensive in scope, considering the resource as well as its surroundings and context. When a historic building is preserved, it is also important to protect its historic setting and landscape, including existing archeological and other resources, if possible. Collectively, these elements provide a more accurate and rich understanding of the past,” (VOP, Page 5.7).

R-43 Chapter 10 of the ______, titled “______,” establishes outdoor recreational planning regions, and Region ___: ______incorporates the Property. Among its land conservation recommendations for this region, the _____ includes the following: [insert relevant references to ____] (______, Page --); and offers the following recommendations for historic and landscape resources: [insert relevant provisions] (_____, Page --).

R-44 [if applicable] [Cite location within established heritage areas, heritage trails, byways, scenic areas, etc.

R-45 The Property lies adjacent to or nearby lands protected by historic preservation and conservation easements held by Grantee in ______County and recorded in the land records of the Clerk’s Office of the Circuit Court for ______County including: [list each property under _____ easement by name, acreage, address and instrument number/deed book and page numbers] and conservation easements held by other public bodies or holders, including [list each property by name of holder, names of property, acreage, address and instrument number/deed book and page number to extent feasible].

R-46 This Easement constitutes a restriction granted in perpetuity on the use which may be made of the Property and is in furtherance of and pursuant to clearly delineated governmental policies and documents set forth below:

Land conservation policies and documents of the United States of America as set forth in: a. “The Report on the Nation's Civil War Battlefields,” issued by the CWSAC in 1993, authorized under 54 U.S.C. § 100507.

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b. [if applicable] The “American Battlefield Protection Program Act of 1996,” authorized under 16 U.S.C. § 469k, as amended by the “The Civil War Battlefield Protection Act of 2002,” authorized under 16 U.S.C. § 469k, as amended. c. [if applicable] The “American Battlefield Protection Program Authorization of 2009,” 54 U.S.C. § 308103, which replaced 16 U.S.C. § 469k. d. [if applicable] The Land and Water Conservation Fund Act, 54 U.S.C. §§ 200301 - 200310.

Land conservation policies and documents of the State of ______as set forth in: a. Section 1 of Article XI of the Constitution of ______. b. Chapter 22 of Title 10.1, Sections 10.1-2200 through 10.1-2214 of the Code of ______. [if applicable] [specifically including the Civil War Site Preservation Fund, Section 10.1-2202.4 of the Code of ______.] c. The Open-Space Land Act, Chapter 17 of Title 10.1, Sections 10.1-1700 through 10.1-1705 of the Code of ______. d. [if applicable] The ______Land Conservation Incentives Act, Chapter 3 of Title 58.1, Sections 58.1-510 through 58.1-513 of the Code of ______. e. ______(2013), prepared by the ______Department of ______. f. [if applicable] [State designated heritage area, heritage trail, etc as referenced above]. g. [if applicable] ______’s formal practices in determining eligibility for listing on the ______Landmarks Register and National Register of Historic Places. h. Grantee’s practices in reviewing and accepting this Easement, which include review by ______’s Easement Program staff, review by a committee comprised of ______staff from different divisions and review and acceptance by Grantee at a public meeting, as set forth in Grantee’s written adopted policies.

Land use policies of the County of ______as delineated in: a. the [title of Comprehensive Plan], adopted by the Board of Supervisors [date, also reference any amendments or attachments] to which plan the restrictions set forth in this deed conform as follows: (i) [cite specific statements in support of conservation, open-space preservation, agricultural use and the use of easements in the County and in the zone, district or area where the Property is located, including Chapter/page numbers].

b. [cite additional County level land-use, historic resource, etc. plans pertinent to this easement]

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R-47 Grantee has engaged in the review described above, considered and evaluated the benefits provided by this Easement to the general public as set forth in these recitals, and concluded that the protection afforded the historic and open-space values of the Property by this Easement will yield a significant public benefit and further the conservation objectives of Grantee and the State of ______.

R-48 [if applicable] Grantor and Grantee are satisfied that the public policies described in these recitals constitute clearly delineated governmental conservation policies within the meaning of Section 170(h)(4)(A)(iii), and that review and acceptance of this Easement by Grantee demonstrates that the protection of the Preservation and Conservation Values (as set forth in Recital R-2 above) provided by this Easement is pursuant to such clearly delineated policies.

R-49 Grantee has determined that the restrictions and covenants set forth in this Easement will preserve and protect in perpetuity the Preservation and Conservation Values of the Property, which values are reflected herein and in Grantee’s evaluation of the Property. The documentation of the condition of the Property is contained in the Grantee’s files and records as further described below in Section IV, Paragraph 4.1 (Baseline Documentation Report). In addition, Grantee has determined that the restrictions and covenants will limit the uses of the Property to those uses consistent with, and not adversely affecting, the Preservation and Conservation Values of the Property and the other governmental conservation policies furthered by this Easement.

R-50 Grantee, by acceptance of this Easement, designates the Property as property to be retained and used in perpetuity for the preservation and provision of open-space land pursuant to the Open-Space Land Act.

EASEMENT:

NOW THEREFORE, in recognition of the foregoing recitals and in consideration of the mutual covenants herein and their acceptance by Grantee, Grantor does hereby [[as applicable] GIVE, GRANT, and CONVEY] to Grantee a preservation and conservation easement in gross over, and the right in perpetuity to restrict the use of the Property, which is [described below] [and/or] [shown on Exhibit A attached hereto] and which Property consists of _____ acres, more or less, located at [street address] in ______County, ______.

[If no plat of survey, add: , to-wit:]

[insert legal property description here]]

The Property is shown as [Tax Map/GPIN/Parcel Number] ______among the land records of the County of ______, ______. Even if the Property consists of more than one parcel for real estate tax or any other purpose, it shall be considered one parcel for the purposes of this Easement, either at the date of conveyance of this Easement or after the Effective Date, and the restrictions and covenants of this Easement shall apply to the Property as a whole and shall bind all successors in interest of such Property in perpetuity.

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[if applicable] AND SUBJECT, HOWEVER, to the restriction that Grantee, its successors and assigns, may not transfer or convey the Easement herein conveyed to Grantee unless Grantee conditions such transfer or conveyance on the requirement that (i) all restrictions and covenants and preservation and conservation purposes set forth in the conveyance accomplished by this Easement are to be continued in perpetuity, and (ii) the transferee is a qualified organization as defined by Section 170(h)(3). The provisions of Section V, Paragraph 5.10 (Assignment) below shall likewise apply to any assignment of the interests granted herein.

SECTION I: RECITALS AND PURPOSES

1.1 RECITALS AND EXHIBITS: All recitals set forth above and exhibits attached hereto are hereby incorporated into and made a part of this Easement.

1.2 PURPOSES: In accordance with the Open-Space Land Act and Section 10.1-2204 of the Code of ______, the purposes of this Easement are to preserve and protect the Preservation and Conservation Values of the Property in perpetuity by imposing restrictions on the development, alteration, and use of the Property and providing for their enforcement. The Preservation and Conservation Values of the Property are described in the above recitals and documented in the Baseline Documentation Report as further identified in Section IV, Paragraph 4.1 (Baseline Documentation Report) below.

[if applicable] Pursuant to the ______Land Conservation Foundation’s Conservation Value Review Criteria, a purpose of this Easement is the preservation of land for historic preservation, agricultural, horticultural, forestal and silvicultural uses and the preservation of open space.]

SECTION II: RESTRICTIONS AND COVENANTS

2.1 RESTRICTIONS: The restrictions and covenants hereby imposed on the use of the property are in accord with the policies of the State of ______, as set forth in Title 10.1, Chapter 22 of the Code of ______and the Open- Space Land Act to preserve the State’s designated historic landmarks, and to preserve historic and open-space lands in the State. The acts which Grantor covenants to do and not to do upon the Property, and the restrictions and covenants, which Grantee is hereby entitled to enforce, shall be as set forth in this Easement.

2.2 DIVISION: (a) As of the Effective Date, the Property consists of _____ [separate] parcel(s) (_____ County Tax Map/Parcel No(s). ______) as depicted on Exhibit A attached hereto, and described as follows: 1. [[if applicable] Parcel 1, identified as Tax Map/Parcel No. ______, currently comprising _____ acres, more or less; and]

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(b) [if applicable] The Property may be divided/resubdivided as follows: [describe any reserved subdivision or resubdivision rights; should reference a proposed or recorded plat as Exhibit B] [Use either 2.2(b) or 2.2(c) – NOT both] (c) [if applicable] The Property shall not be divided, subdivided, or conveyed in fee other than as a single tract and subject to the requirements of this Easement. (d) [if applicable] Boundary line adjustments with adjoining parcels of land not covered by this Easement shall not be permitted unless: 1. The entire adjacent parcel is subject to a recorded perpetual conservation easement held by Grantee or another agency of the State pursuant to the Open-Space Land Act and all of the Property subject to this Easement remains subject to the same restrictions contained herein after the boundary line adjustment; and 2. The proposed boundary line adjustment shall have been reviewed and approved in writing in advance by Grantee and Grantee shall be made a party to any deed creating such boundary line adjustment. 3. Boundary line adjustments meeting the criteria above shall not be considered a division of the Property. [Use either 2.2(d) or 2.2(e) – NOT both] (e) [if applicable] Boundary line adjustments are permitted only in the case of errors made in the survey or legal description and cannot exceed _____ (XX) acres [1% or less of total acreage] for the entire Property. Grantor shall provide Grantee with written notice thirty (30) business days in advance of any such boundary line adjustment. (f) [if applicable] The parties hereto acknowledge that the ______Department of Transportation (the “_____”) may undertake the widening or improvement of [State route number and street or road name] and may require the use of a portion of the Property for these purposes. Such use, and any necessary transfer to the _____ of an interest in land comprising the Property for the right to such use, shall not be considered a division or subdivision and shall not be prohibited by this Easement, provided that: 1. The ______complies with the Open-Space Land Act; 2. The ____ certifies that there is no prudent and feasible alternative to the use or acquisition of a portion of the Property; 3. The project includes all reasonably feasible actions, such as design modification, landscaping or topographic improvements, to minimize the project’s impact on the Property and prevent harm to its Preservation and Conservation Values; and 4. The ______consults with Grantor and Grantee in planning and implementing such actions to comply with the terms herein and to minimize harm to the Property and its Preservation and Conservation

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Values. Grantor reserves its separate rights to approve such use. Use or acquisition of the Property for such a project under this provision is limited to the widening or improvement of [State/County route number or street or road name]. Any portion of the Property used by the ______pursuant to this paragraph, whether by conveyance of a temporary or permanent easement, lease, license or other servitude, shall remain subject to the terms and restrictions of this Easement. Should the need for or purposes of such use cease to exist for any reason, any temporary or permanent transportation easement, license, lease or other legal interest over or in any portion of the Property shall be terminated by ______or its successor and any improvements made for that use or purpose shall be removed or mitigated, as determined by Grantee, by ______or its designee.

2.3 EXISTING BUILDINGS, STRUCTURES, AMENITIES AND FEATURES: (a) [if applicable] The following historic buildings, structures, amenities and features exist on the Property as of the Effective Date: 1. [list historic buildings/structures/amenities/features, including core and study battlefield areas and all known archeological sites] (b) [if applicable] The following non-historic buildings, structures, amenities and features exist on the Property as of the Effective Date: 1. [list non-historic buildings/structures/amenities/features]

2.4 PERMITTED NEW BUILDINGS, STRUCTURES, AMENITIES AND FEATURES: No new building, structure, amenity or feature shall be built or maintained on the Property after the Effective Date, subject to the requirements imposed by Section II, Paragraphs 2.6 (Alterations and New Construction), 2.7 (Standards for Review), 2.11 (Archeology), 2.14 (Ground Disturbing Activities), 2.15 (Roads and Utilities), and 2.16 (Signs) below, and consistent with the purposes of this Easement as set forth above in Section I, Paragraph 1.2 (Purposes) other than the following: (a) [if applicable] New residential dwelling[s] [[if applicable] include square footage limitation]. (b) [if applicable] Non-residential buildings, amenities, or structures accessory to the dwelling permitted in Paragraph XX (Existing Buildings, Structures, Amenities, and Features) above. (c) [if applicable] Agricultural buildings and structures necessary and appropriate for agricultural uses of the Property. (d) Reconstructions of historic buildings or structures which are documented through professional historical or archeological investigation to have been located on the Property, which reconstructions shall be consistent with and evaluated according to the Secretary’s Standards as set forth in Section II, Paragraph 2.7 (Standards for Review) below.

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(e) Private roads that are pervious in nature, utilities, wells, and septic systems, collectively “Infrastructure,” and that serve existing or permitted new dwellings, buildings, structures, or amenities pursuant to Paragraph 2.3 (Existing Buildings, Structures, Amenities, and Features) above and this Paragraph 2.4 (Permitted New Buildings, Structures, Amenities, and Features) on the Property. (f) [if applicable] Amenities, such as trails, footpaths and parking facilities, pursuant to Section II, Paragraph 2.15 (Roads and Utilities) below; and signs and markers, pursuant to Paragraph 2.16 (Signs) below, appropriate for the preservation, maintenance, exhibition, and interpretation of the Property as a [battlefield, battlefield park, historic site, etc.]. (g) [if applicable] New outbuildings and structures such as a shed, kiosk, or other buildings or structures ancillary to the Property’s use as a [battlefield park, historic site, etc.], provided that the aggregate footprint for such outbuildings and structures shall not exceed _____ hundred (XXX) square feet in ground area and shall be consistent with the limitation on impervious surface coverage set forth below in Section II, Paragraph 2.6(b) (Alterations and New Construction). (h) Temporary buildings and structures not requiring trenching, footers, a pad or other ground disturbing activities erected for no more than sixteen (16) consecutive calendar days for use by Grantor or Grantor’s designees, not to exceed a maximum of one-hundred sixty days (160) days per calendar year. Any extension of the sixteen (16) day duration must be reviewed and approved in advance in writing by Grantee. [if applicable] Temporary agricultural buildings and structures may be constructed, erected or maintained for one hundred twenty (120) consecutive calendar days but shall not exceed one hundred eighty (180) days per calendar year with Grantee’s prior written approval. (i) [if applicable] Nothing permanent shall be constructed, erected, maintained or allowed to grow above four (4) feet measured from ground level that would obstruct the views of the Property, from [visual access points, e.g. public road identified in R-39], [if applicable] except as exists as of the Effective Date and as documented in the BDR. [if applicable] Temporary agricultural buildings, and structures, features, fixtures or plants, including seasonal crops, that will obstruct views of the Property from [list visual access points (e.g. public road identified in R-39)] may be constructed, erected, maintained or allowed to grow above four (4) feet measured from ground level provided such duration does not exceed one hundred twenty (120) consecutive calendar days or one hundred eighty (180) days total within any calendar year.

2.5 GRANTOR’S MAINTENANCE OBLIGATION: [Applies only if Property includes historic buildings, structures, amenities or features to be protected] (a) [if applicable] Grantor agrees at all times to maintain the [identify historic buildings, structures, amenities and/or features] identified in Section II,

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Paragraphs 2.3(a)[(X)] (Existing Buildings, Structures, Amenities and Features) above in the same or better condition and state of repair as that existing on the Effective Date and according to any changes or modifications that have been approved in writing by Grantee after the Effective Date. Grantor’s obligation to maintain shall require replacement, repair, construction and/or reconstruction by Grantor whenever necessary to preserve the [identify historic building, structures, amenities and/or features] identified in Section II, Paragraphs 2.3(a)(X) (Existing Buildings, Structures, Amenities and Features) above in substantially the same condition and state of repair as that existing on the Effective Date and including any changes or modifications for which the prior written approval of Grantee is required and that have been approved in writing by Grantee after the Effective Date. (b) The repair, replacement, construction and/or reconstruction necessary to comply with this Paragraph 2.5 (Grantor’s Maintenance Obligation) shall be done in a manner consistent with the Secretary’s Standards as set forth in Section II, Paragraph 2.7 (Standards for Review) below. (c) [if applicable] For the purposes of this Paragraph 2.5 (Grantor’s Maintenance Obligation), the obligation to maintain and repair shall mean the use by Grantor of like materials applied with workmanship comparable to that which was used in the construction or application of those materials being repaired or maintained, for the purpose of retaining in good condition the appearance and construction of the historic buildings, structures, amenities and/or features listed in Section II, Paragraph 2.3(a) (Existing Buildings, Structures, Amenities and Features) above. In fulfilling its maintenance obligation under this Paragraph 2.5 (Grantor’s Maintenance Obligation), Grantor shall not make changes in appearance, materials, and workmanship from that existing on the Effective Date or as thereafter altered or changed with the written approval of Grantee without the prior written approval of Grantee.

2.6 ALTERATIONS AND NEW CONSTRUCTION: (a) No building, structure, amenity or feature existing as of the Effective Date as identified in Section II, Paragraphs 2.3 (Existing Buildings, Structures, Amenities and Features) or permitted pursuant to Paragraph 2.4 (Permitted New Buildings, Structures, Amenities and Features) above, including roads and trails permitted in Paragraph 2.15 (Roads and Utilities) below, shall be constructed, altered, restored, renovated, replaced, extended, increased or decreased in height, mass, or footprint, or demolished or removed, in whole or in part, except in a way that would, in the opinion of Grantee, be consistent with the historic character of the Property, the Secretary’s Standards as set forth in Section II, Paragraph 2.7 (Standards for Review) below, and the Preservation and Conservation Values identified in and protected by this Easement, and provided the prior written approval of Grantee to any and all such actions shall have been obtained. The location, size, and design, inclusive of but not limited to massing, scale, and materials, of any permitted new building, structure, amenity, feature, road, or utility specified in Section II, Paragraphs 2.4 (Permitted New Buildings,

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Structures, Amenities and Features) and 2.15 (Roads and Utilities) are subject to the prior written approval of Grantee. (b) The collective footprint of all [permitted new buildings, structures, amenities and features pursuant to Section II, Paragraph 2.4 (Permitted New Buildings, Structures, Amenities and Features) or existing and permitted new buildings, structures, amenities and features pursuant to Section II, Paragraphs 2.3 (Existing Buildings, Structures, Amenities and Features) and 2.4 (Permitted New Buildings, Structures, Amenities and Features), respectively] on the Property, [including roads, trails and parking facilities pursuant to Section II, Paragraph 2.15 (Roads and Utilities) below or excluding roads, trails and parking facilities pursuant to Section II, Paragraph 2.15 (Roads and Utilities) below], shall not exceed one percent (1%) of the total area of the Property. For the purpose of this paragraph, collective footprint is defined as the ground area measured in square feet covered by the buildings, structures, amenities and features, including all roofed decks, porches, stoops and other attached structures, as set forth in Section II, Paragraphs 2.3 (Existing Buildings, Structures, Amenities and Features) and 2.4 (Permitted New Buildings, Structures, Amenities and Features) above, and all other impervious surfaces, excluding roads, trails and parking facilities pursuant to Section II, Paragraph 2.15 (Roads and Utilities) below. (c) The height of any permitted building or structure under Section II, Paragraph 2.4 (Permitted New Buildings, Structures, Amenities and Features) shall not exceed thirty (30) feet measured from ground level to the highest point. (d) [if applicable] The historic character-defining interior architectural elements of the [historic building or structure] described in Section II, Paragraph 2.3(a) (Existing Buildings, Structures, Amenities and Features) above, including [[as applicable] windows, window frames, doors, door frames, stairs, staircases, ceilings (including exposed timber), floorboards, walls, mantels, chair rails, baseboards, and trim] existing on the Effective Date or as thereafter altered or changed with the written approval of Grantee, shall not be altered or removed after the Effective Date without the prior written approval of Grantee. (e) Grantor shall assume full responsibility for conformance with all applicable federal, state and local laws and regulations concerning any land or land use including those applying to any zoning, overlay, design or historic district in which the Property is located for any new construction, reconstruction, alteration, restoration or rehabilitation of any building, structure, amenity, or feature, as set forth in Section II, Paragraphs 2.3 (Existing Buildings, Structures, Amenities and Features) and 2.4 (Permitted New Buildings, Structures, Amenities and Features) above, or utility, road, trail or parking facility as set forth in Paragraph 2.15 (Roads and Utilities) below, undertaken on the Property. (f) [if applicable] No cleaning, repointing, or painting, including the application or use of any water repellant, sealant or waterproofing treatment, of the [exterior and/or interior] [brick or stone] masonry of the historic [buildings,

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structures, amenities and/or features] described in Section II, Paragraphs 2.3(a) (Existing Buildings, Structures, Amenities and Features) shall be undertaken without the prior written approval of Grantee.

2.7 STANDARDS FOR REVIEW: In exercising any authority created by this Easement to inspect the Property pursuant to Section III, Paragraph 3.1 (Right of Inspection) below, to review any construction, reconstruction, alteration, repair, or maintenance activity pursuant to Section II, Paragraphs 2.4 (Permitted New Buildings, Structures, Amenities and Features), 2.5 (Grantor’s Maintenance Obligation) and 2.6 (Alterations and New Construction) above, or any destruction pursuant to Section II, Paragraph 2.8 (Destruction) below, Grantee shall apply the following documents (hereinafter collectively referred to as “the Secretary’s Standards”), as appropriate in the sole determination of Grantee: (a) Secretary of the Interior’s Standards and Guidelines for Archeology and Historic Preservation (48 F.R. 44716 (1983); National Park Service, as amended). (b) Secretary of the Interior’s Professional Qualifications Standards (48 F.R. 44716 (Sept. 1983, as amended)). (c) Secretary of the Interior’s Standards for Rehabilitation (36 C.F.R. 67, as amended). (d) Secretary of the Interior’s Standards for the Treatment of Historic Properties (36 C.F.R. 68, as amended). (e) Secretary of the Interior’s Standards for the Treatment of Historic Properties with Guidelines for Preserving, Rehabilitating, Restoring, and Reconstructing Historic Buildings (National Park Service, as amended). (f) Secretary of the Interior’s Standards for the Treatment of Historic Properties with Guidelines for the Treatment of Cultural Landscapes (National Park Service, as amended).

2.8 DESTRUCTION: (a) [if applicable] In the event that any historic building, structure, amenity and/or feature identified in Section II, Paragraph 2.3(a) (Existing Buildings, Structures, Amenities and Features) above is destroyed or damaged by causes beyond Grantor’s reasonable control, including fire, flood, storm, earth movement, or other acts of God, to such an extent that in the reasonable opinion of Grantee, applying the National Register Criteria for Evaluation (36 C.F.R. 60, as amended; see also 36 C.F.R. 63, as amended) and the Secretary’s Standards, the historic building, structure, amenity and/or feature would no longer qualify for listing in the ______Landmarks Register or the National Register of Historic Places, nothing herein shall obligate Grantor to rehabilitate or reconstruct the historic building, structure, amenity and/or feature or return it to its condition as existed on the Effective Date or as thereafter altered or changed with the written approval of Grantee.

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(b) [if applicable] If any historic building, structure, amenity and/or feature identified in Section II, Paragraphs 2.3(a) or 2.3(b) (Existing Buildings, Structures, Amenities and Features) above is damaged but, in the reasonable opinion of Grantee applying the ______Rehabilitation Code (Part II of the ______Uniform Statewide Building Code (2011, as amended)), the National Register Criteria for Evaluation and the Secretary’s Standards, is capable of being rehabilitated and retains sufficient integrity as to continue to qualify for listing in the ______Landmarks Register or the National Register of Historic Places, such building, structure, amenity and/or feature shall be rehabilitated or reconstructed to its condition as existed on the Effective Date or as thereafter altered or changed with the written approval of Grantee. Any such rehabilitation or reconstruction shall be undertaken according to the provisions of this Easement and the Secretary’s Standards. (c) [if applicable] In the event that any non-historic building, structure, amenity and/or feature identified in Section II, Paragraphs 2.3(b) (Existing Buildings, Structures, Amenities and Features) or 2.4 (Permitted New Buildings, Structures, Amenities and Features) of this Easement is destroyed or damaged by causes beyond Grantors’ reasonable control, including fire, flood, storm, earth movement, or other acts of God, Grantor shall have no obligation to rehabilitate or reconstruct such building, structure, amenity and/or feature to its condition as existed on the Effective Date or as thereafter altered or changed with the written approval of Grantee.

2.9 ACTIVITIES AND USES: (a) No activities on or uses of the Property shall be commenced or undertaken after the Effective Date that are inconsistent or incompatible with the Preservation and Conservation Values protected by this Easement. (b) In determining whether such activity or use is inconsistent or incompatible with the Preservation and Conservation Values, Grantee may consider the extent to which the activity or use is incompatible or conflicts with the express terms of this Easement and the purposes of this Easement, including, but not limited to, whether such activity or use: 1. [if applicable] Requires alterations or changes to the interior and/or exterior of historic buildings, structures, amenities and/or features identified in Section II, Paragraph 2.3(a) (Existing Buildings, Structures, Amenities and Features) that would be inconsistent with the Secretary’s Standards as set forth in Section II, Paragraph 2.7 (Standards for Review) above; 2. [if applicable] Cannot be conducted from within existing buildings, structures or amenities identified in Section II, Paragraph 2.3 (Existing Buildings, Structures, Amenities and Features); 3. Cannot be conducted from within permitted buildings, structures or amenities pursuant to Section II, Paragraph 2.4 (Permitted New Buildings,

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Structures, Amenities and Features); or 4. Would maximize or exceed the 1% limit on impervious surface coverage set forth in Section II, Paragraph 2.6(b) (Alterations and New Construction). (c) Grantee has determined that the following activities on and uses of the Property are inconsistent or incompatible with the Preservation and Conservation Values and are therefore prohibited: 1. Industrial and traditional manufacturing activities, including those producing noxious fumes, smoke, dust, excessive noise, or industrial waste, byproducts or co-products as defined by federal, state or local law; 2. Industrial farm animal production; 3. Non de minimis commercial recreational activities, including use of the Property as a golf course or as a course for motorized vehicles, including, but not limited, to all-terrain vehicles, motorcross or mudbogging; 4. Commercial airstrip, airport, helipad or heliport. (d) Grantor agrees to notify Grantee in writing of any significant change in use of the Property or the commencement of any new activity on the Property not being undertaken or maintained on the Property as of the Effective Date.

2.10 GRANTOR’S RESERVED RIGHTS: (a) Grantor reserves the right to continue all manner of use and enjoyment of the Property, including but not limited to the right to maintain and repair existing fences; the right to maintain and repair the existing and permitted buildings, structures, amenities and features identified or pursuant to Section II, Paragraphs 2.3 (Existing Buildings, Structures, Amenities and Features) and 2.4 (Permitted New Buildings, Structures, Amenities and Features)above, respectively; the right to maintain existing driveways, roads, and paths with the use of same or similar surface materials; the right to use and maintain existing utilities or utility lines; the right to cut, remove, and clear grass or other vegetation; and to perform routine maintenance, landscaping, and horticultural activities, and upkeep of the Property, consistent with the Preservation and Conservation Values and the provisions contained herein. (b) Grantor reserves the right to continue all activities being conducted on and uses being made of the Property as of the Effective Date. (c) Grantor reserves the right to conduct activities within any existing or permitted new buildings, structures, amenities or features identified in or pursuant to Section II, Paragraphs 2.3 (Existing Buildings, Structures, Amenities and Features) and 2.4 (Permitted New Buildings, Structures, Amenities and Features) above, respectively; (d) Grantor reserves the right to undertake historic uses of the Property that are not

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inconsistent or incompatible with the Preservation and Conservation Values. (e) Grantor reserves the right to hunt and fish for private sport and personal consumption on the Property consistent with Article XI, Section 4 of the ______Constitution and to erect, construct and maintain temporary [[if applicable] and/or permanent] structures, such as stands and blinds, for such activities.

2.11 ARCHEOLOGY: (a) Consistent with the requirements of Section II, Paragraph 2.14 (Ground Disturbing Activities), any and all ground disturbing activities or earth removal on the Property, may require archeological survey and/or investigation if, in the opinion of Grantee, such ground disturbing activity or earth removal may impact existing historic buildings, structures, amenities and/or features or [if applicable] known archeological site(s) identified in Paragraph 2.3(a) (Existing Buildings, Structures, Amenities and Features), or other archeologically significant deposits, sites or features on the Property, whether known or unknown as of the Effective Date. Additional or more intensive archeological survey and/or investigation may be required if, in the opinion of Grantee, such survey or investigation is necessary to identify, protect, preserve or recover archeologically significant deposits, sites or features. Such additional archeological survey or investigation shall be completed prior to the commencement of the proposed ground disturbing activity. (b) Archeological survey and/or investigation may be undertaken on the Property only if a scope of work for such survey or investigation is reviewed and approved in writing in advance by Grantee and only if said survey or investigation is performed in accordance with the Secretary’s Standards set forth in Section II, Paragraph 2.7 (Standards for Review) above and under the supervision of a professionally qualified archeologist meeting or exceeding the Secretary of the Interior’s Professional Qualifications Standards. Any such survey or investigation shall be designed to protect, preserve, and/or recover archeologically significant deposits, sites, or features in the area of the proposed ground disturbing activity. Any such additional archeological survey or investigation shall be completed prior to the commencement of the proposed ground disturbing activity. (c) Artifacts, both prehistoric and historic, recovered from the Property after the Effective Date shall remain the personal property of Grantor, unless otherwise provided by law. Grantor may choose to donate any or all artifacts to Grantee or to another educational or museum organization with the prior written approval of Grantee. All artifacts professionally excavated from archeological deposits, sites, or features on the Property shall be treated, curated, and preserved according to the ______(as amended or superseded). (d) Grantor shall take all reasonable precautions to protect archeological deposits, sites or features on the Property, whether known or unknown as of the Effective Date, from looting, vandalism, erosion, mutilation, or destruction from any

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cause. Grantor shall notify Grantee as soon as practicable but within thirty (30) calendar days following discovery or knowledge of any looting, vandalism, erosion, mutilation, or destruction of archeological deposits, sites, or features on the Property. (e) No archeological activities of any kind, including but not limited to the use of non-invasive technologies, may take place on the Property without the express written consent of Grantee. Relic hunting of any kind on the Property is expressly prohibited.

2.12 TRASH: (a) The accumulation or dumping of trash, refuse, junk, or other unsightly material is prohibited on the Property. The provisions of this Paragraph 2.12 (Trash) shall not prevent generally accepted agriculture or forest management practices, such as creating brush piles, composting, or the storage of farm machinery, organic matter, agricultural products or agricultural by-products on the Property, so long as these practices are conducted in accordance with applicable federal, state and local laws and regulations. (b) The burning of brush piles and other organic matter is permitted to the extent permitted by local and state law provided that: 1. Grantor obtains the prior written approval of Grantee as to the proposed location and size of the burn pile to ensure that the burning will not adversely affect archeological deposits, sites or features, whether known or unknown as of the Effective Date, and 2. Such burning is conducted in accordance with all applicable federal, state and local laws. (c) The accumulation or dumping of any toxic or hazardous material or substance as defined by federal or state law is strictly prohibited. (d) Grantor shall be responsible for the removal of trash, refuse, junk or other unsightly materials present on the Property as of the Effective Date or at any point thereafter, in compliance with applicable laws and regulations.

2.13 [if applicable] FOREST MANAGEMENT: (a) As of the Effective Date, the Property includes [more than 20] acres of [describe any current wooded areas, e.g. mixed softwood and hardwood trees], which may qualify as productive or non-productive forest land as defined in the Standards for Classification of Real Estate as Devoted to Forest Use under the ______Land Use Assessment Law as promulgated by the ______State Forester (the “Standards for Classification”). (b) A written Forest Management Plan (the “FMP”) prepared by a forester meeting or exceeding the professional qualification requirements set forth in Section 10.1-1181.9 of the Code of ______shall be submitted to Grantee for approval at least sixty (60) business days prior to the Effective Date.

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(c) The FMP shall be approved in writing in advance of the Effective Date by Grantee, which approval shall be conditioned upon Grantee’s determination that the FMP is consistent with the purposes of this Easement as set forth in Section I, Paragraph 1.2 (Purposes) above and that forest management activities undertaken pursuant to the FMP will not diminish or impair any of the Preservation and Conservation Values identified in Section I, Paragraph 1.2 (Purposes) above. The FMP may be updated at any time and Grantee shall be provided a copy of the updated or revised FMP for review and approval according to these same conditions. (d) All forest management activities, including the planting, site preparation for planting and harvesting of timber, undertaken on the Property shall be in accordance with the FMP and subject to all other relevant requirements under this Easement, including, but not limited to, Section II, Paragraphs 2.11 (Archeology) and 2.14 (Ground Disturbing Activities). (e) The FMP must be current within ten (10) years prior to the commencement of any forest management activity on the Property. (f) The FMP shall be updated within six (6) months after completion of a forestry management activity, archeological survey and/or investigation pursuant to Paragraph 2.11 (Archeology) above conducted in the area(s) subject to the FMP, rehabilitation of the battlefield landscape pursuant to Paragraph 2.14(d) and (e) below, or a significant change in forest conditions resulting from natural conditions or causes beyond Grantor’s reasonable control, such as fire, flood, storm, earth movement or other acts of God, as determined by Grantee. (g) Best Management Practices, as defined by the ______Department of Forestry (“BMP Guidelines”), shall be used to control erosion and protect water quality when any forest management activity, including the planting or harvesting of timber, is undertaken on the Property. (h) Any timber harvesting activities conducted on the Property shall be in accordance with a written Pre-Harvest Plan (the “PHP”) approved by Grantee. The PHP shall be prepared according to the guidelines promulgated by the ______Department of Forestry. “Timber harvesting activities” shall include, but is not limited to, the felling and removal of timber, the construction or improvement of any roads or trails for the transport of forest products, the construction or installation of any water diversion or water control devices, the location of any log decks, the staging and use of any heavy equipment, and the distribution or disposal of slash. (i) The PHP shall be submitted to Grantee for review and approval at least sixty (60) days in advance of any proposed timber harvesting activity on the Property. Such approval shall be conditioned upon Grantee’s determination that the PHP is consistent with the purposes of this Easement as set forth in Section I, Paragraph 1.2 (Purposes) above and that the proposed timber harvest activity will not diminish or impair any of the Preservation and Conservation Values identified in Section I, Paragraph 1.2 (Purposes) above.

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(j) Grantee reserves the right to require changes to the FMP and/or the PHP, including the designation of zones or envelopes within which limited or no forest management activities may be undertaken, as necessary to protect and preserve the Preservation and Conservation Values identified in Paragraph 1.2 (Purpose) above. (k) Grantor shall immediately cease all forest management activities and notify Grantee in writing within twenty-four (24) hours of the discovery of an archeological site, deposit or feature on the Property. (l) Notwithstanding the foregoing, the following activities shall be permitted without a PHP or the prior written approval of Grantee: 1. Non-commercial, de minimis harvest of trees for trail clearing, firewood, or Grantor’s personal use; 2. Removal of individual dead, diseased, or dying trees or invasive species; and 3. Removal of trees that pose an imminent hazard to existing or permitted buildings, structures, amenities and/or features, to livestock or other domesticated animals maintained on the Property or to human health or safety. (m) [if applicable] As of the Effective Date, the Property contains forested cover [identify and describe location(s)], as documented in the BDR, which shall not be converted to any other condition except as Grantee may approve in writing to rehabilitate the landscape to its [historic, battlefield, etc.] appearance based on historic documentation or to accommodate construction of permitted buildings, structures, and amenities pursuant to Section II, Paragraph 2.4 (Permitted New Buildings, Structures, Amenities and Features)above and Section II, Paragraph 2.15 (Roads and Utilities) below, and provided such proposed rehabilitation is consistent with the Secretary’s Standards as set forth in Section II, Paragraph 2.7 (Standards for Review) above. Grantor must provide the historic documentation, an updated FMP as set forth in Paragraph 2.13(e) (Forest Management) above, a PHP as set forth in Paragraph 2.13(g) – (h) (Forest Management) above, and a land reclamation and maintenance plan to Grantee. Grantor must receive the prior written approval of Grantee for the proposed rehabilitation including the updated FMP, the PHP and the land reclamation and maintenance plan. (n) [if applicable] As of the Effective Date, the Property contains fields and meadows [identify and describe location(s)], as documented in the BDR, which shall not be converted to any other condition except as Grantee may approve in writing to rehabilitate the landscape to its [historic, battlefield, etc.] appearance based on historic documentation, and provided such proposed rehabilitation is consistent with the Secretary’s Standards as set forth in Section II, Paragraph 2.7 (Standards for Review) above. Grantor must provide the historic documentation, an updated FMP as set forth in Paragraph 2.13(e) (Forest Management) above, and a planting and maintenance plan to Grantee. Grantor must receive the prior written approval of Grantee for the proposed

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rehabilitation, including the FMP and the planting and maintenance plan.

2.14 GROUND DISTURBING ACTIVITIES: (a) Any and all ground disturbing activities on the Property, including grading for new permitted buildings, structures and amenities pursuant to Section II, Paragraph 2.4 (Permitted New Buildings, Structures, Amenities and Features) and the installation or construction of roads, trails and utilities pursuant to Paragraph 2.15 (Roads and Utilities) below, but with the exception of generally accepted agricultural activities, are subject to Grantee’s prior written approval. Ground disturbing activity or earth removal may require archeological survey and/or investigation if, in the opinion of Grantee, such ground disturbing activity or earth removal may impact existing historic buildings, structures, amenities and/or features [and/or] [if applicable] [known archeological site(s)] identified in Paragraph 2.3(a) (Existing Buildings, Structures, Amenities and Features), or other archeologically significant deposits, sites or features on the Property, whether known or unknown as of the Effective Date. (b) Grading, blasting, earth removal, or other ground disturbing activities shall not alter the topographic aspects of the Property existing as of the Effective Date, except as required in the construction of permitted buildings, structures, amenities and features pursuant to Section II, Paragraph 2.4 (Permitted New Buildings, Structures, Amenities and Features)above and roads, trails and utilities pursuant to Section II, Paragraph 2.15 (Roads and Utilities) below, and subject to the requirements imposed under Section II, Paragraphs 2.4 (Permitted New Buildings, Structures, Amenities and Features) and 2.11 (Archeology) above, and Paragraph 2.15 (Roads and Utilities) below. (c) Notwithstanding the foregoing, no grading, blasting, earth removal, or other ground disturbing activities is permitted on the Property that will diminish or impair the Preservation and Conservation Values of the Property and without the prior written approval of Grantee. (d) Any grading, blasting, earth removal, or other ground disturbing activities approved in writing by Grantee shall be conducted in accordance with all applicable local and state laws and regulations and the ______(as amended) as issued by the ______. (e) Mining on the Property by strip, surface or subsurface mining (including the extraction or removal of gravel or similar materials, whether or not deemed “minerals” under the laws of the State of ______), dredging on or from the Property, and drilling for oil, gas or any natural resource, excluding fresh water for private use, on the Property, or under the Property from an adjacent or nearby parcel, are prohibited.

2.15 ROADS AND UTILITIES: (a) The construction, location and maintenance of any new roads, trails, parking facilities, utilities, utility lines or rights-of-way that serve permitted buildings, structures, and amenities on the Property, except for rights-of-way existing as of

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the Effective Date, shall be subject to the prior written approval of Grantee. (b) Other than utilities, utility lines and rights-of-way existing as of the Effective Date, public or private utilities or utility lines that do not serve the Property shall not be constructed, located or maintained on or across the Property unless Grantee determines that the construction, location, and maintenance of such utilities or utility lines will not diminish or impair the Preservation and Conservation Values of the Property and gives its prior written approval for such construction, location, and maintenance. Grantor retains the independent right to permit and/or approve such construction, location, and maintenance. (c) The construction, location and maintenance of any new roads, trails, parking facilities, utilities or utility lines, whether or public or private, permitted under this Paragraph 2.15(a) or (b) (Road and Utilities) and approved by Grantee are subject to the requirements of Section II, Paragraphs 2.11 (Archeology) and 2.14 (Ground Disturbing Activities) regardless of who performs such construction or maintenance. (d) The construction by Grantor of roads, trails, footpaths, or parking facilities to aid in the interpretation of the Property as a Civil War battlefield or historic site is permitted, provided the prior written approval of Grantee has been obtained. Such prior written approval shall be based on Grantee’s review of the proposal, methodology, and detailed site plans and evaluation of the impact of the proposed project on the Preservation and Conservation Values associated with the Property. All new roads, trails, footpaths, or parking facilities constructed on the Property after the Effective Date shall be permeable in nature [if applicable] to the extent permitted by the Americans with Disabilities Amendment Act (42 U.S.C. §§ 12101 -12213 (2014)), the Chesapeake Bay Preservation Act (VA Code §§ 62.1-44.15:67 - 62.1-44.15:79) and all other applicable state and federal laws and regulations.

2.16 SIGNS: (a) No billboards, outdoor advertising structures, moving signs or banners including windblown structures, internally illuminated signs or electronic signs, including those with scrolling or crawling messages, shall be erected, constructed, operated or maintained on the Property after the Effective Date. (b) No new signs, whether permanent or temporary, shall be erected, constructed or maintained on the Property after the Effective Date without the prior written approval of Grantee. In reviewing new signage, Grantee shall consider, but is not limited to, any or all of the following factors: 1. Duration, 2. Location, 3. Size, 4. Design, 5. Impact on historic fabric,

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6. Historic uses of the Property, 7. Impact on the Preservation and Conservation Values protected by this Easement, 8. Total number of signs existing on the Property at the time of the request, and 9. Total number of signs proposed or requested by Grantor. (c) Signage for businesses, activities or events that are not located on the Property or do not occur on the Property shall not be erected, constructed, located or maintained on the Property. (d) Notwithstanding the foregoing, signage existing on the Property as of the Effective Date may be operated and maintained in the same manner as prior to the Effective Date. However, no sign existing as of the Effective Date may be altered, reconstructed or replaced after the Effective Date without the prior written approval of Grantee.

2.17 EASEMENT MARKER: Grantee, in its discretion, and upon reasonable notice to Grantor, may erect at a location mutually acceptable to Grantor and Grantee, a single marker or sign, not exceeding two (2) feet by two (2) feet, which states the name of Grantee and advises that Grantee owns the Easement granted herein.

2.18 PUBLIC ACCESS: (a) Grantor and Grantee hereby acknowledge that the Property is visible from [State/County route number or road or street name – same as R-39], a public right-of-way, and that members of the general public may view the Property from said right-of-way. (b) At a minimum, Grantor shall make the Property accessible to the public for six (6) consecutive hours on at least two (2) days per calendar year. This requirement may be fulfilled through a tour, open house or similar event that is open to the general public. Grantor may have a representative present during such public access, and access may be subject to reasonable restrictions to ensure security of the Property and safety of the visitors. (c) At other reasonable times, upon request of Grantee made with reasonable notice to Grantor, persons whose professions are related to the Property’s Preservation and Conservation Values and persons affiliated with educational organizations, professional associations, and historical societies or other organizations related to the Property’s Preservation and Conservation Values, including but not limited to the fields of historic preservation, history, architecture, archeology, landscape architecture and battlefield preservation, shall be admitted to study the Property at a date and time convenient to Grantor. (d) Grantee may take photographs, drawings, or other representations documenting the historical, [if applicable] architectural, archeological, and cultural character and features of the Property and may use or publish them or

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authorize others to do so with the prior written consent of Grantor to fulfill its charitable or educational purposes. (e) The access granted hereunder or any permission to enter the Property by Grantor or Grantee shall not be construed as an invitation or license, and Grantor and Grantee do not assume any liability to the general public for accidents, injuries, acts, or omissions beyond that defined by the standard of care owed by landowners under ______Recreational Use Statutes (____ Code § _____) and any other applicable law. (f) Although this Easement in gross will benefit the public in the ways recited above, nothing herein shall be construed to convey a right to the public of access to or use of the Property and Grantor shall retain exclusive right to such access and use, subject only to the terms and conditions of this Easement.

2.19 [if applicable] RIPARIAN BUFFERS: (a) To protect water quality, a ______(XX) foot vegetated buffer strip shall be maintained along the edge of the [river and/or stream], as measured from the top of the banks landward. Within the vegetated buffer strips there shall be: 1. No construction of new buildings or structures or reconstructions of historic buildings or structures; however, buildings, structures, or roads existing prior to the Effective Date of this Easement may be maintained but not enlarged within the buffer strip(s); 2. No new roads or impervious surfaces; 3. No storage of compost, manure, fertilizers, chemicals, machinery or equipment; 4. No removal of trees except removal of invasive species or removal of dead, diseased or dying trees, or trees posing a threat to human or livestock health or safety; and 5. No dumping, plowing, cultivation, filling, or other earth-disturbing activity, except as may be reasonably necessary for the activities permitted consistent with this Section II, Paragraph 2.19 (Riparian Buffers) and pursuant to Section II, Paragraph 2.14 (Ground Disturbing Activities) above. (b) Notwithstanding the foregoing, the following activities are permitted within the buffer strips, subject to any applicable federal, state or local laws and regulations: 1. Erosion control or restoration, enhancement, or development of ecosystem functions on the Property subject to Section II, Paragraphs 2.11 (Archeology) and 2.14 (Ground Disturbing Activities). 2. Repair, replacement or installation of fencing along or within the buffer strip(s).

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3. Construction and maintenance of ____ (X) new stream crossings (including improvements over the buffer strips to access crossings) for pedestrians, livestock and vehicles, which crossings shall minimize obstruction of water flow and follow design standards promulgated by the Natural Resources Conservation Service (NRCS, Conservation Practice Standard: Stream Crossings, Code 578, as amended or superseded) subject to Section II, Paragraphs 2.11 (Archeology) and 2.14 (Ground Disturbing Activities). 4. Removal of invasive species or dead, diseased or dying trees. 5. Minimal removal of individual trees or trees posing an imminent hazard to livestock or other domesticated animals maintained on the Property or to human health or safety. 6. Planting of trees, shrubs, grasses, or other vegetation. 7. [if applicable] Diversion of water for agricultural use on the Property, including access, placement, and use of agricultural irrigation equipment subject to Section II, Paragraph 2.20 (Irrigation Systems). 8. Professional archeological investigation or survey in accordance with Section II, Paragraph 2.11 (Archeology) above. (c) Should the [river and/or stream] meander or change course naturally, the buffer strip(s) shall remain the same width, but move relative to the movement of the [river and/or stream]. In such event, any buildings or structures that were outside of the buffer strip(s) as of the Effective Date and are determined to be within the new buffer strip(s) shall not be considered in violation of these restrictions and may be maintained at such location(s). (d) [if applicable] Livestock shall be excluded from the buffer strips [or] _____ (X) livestock crossings existing as of the Effective Date may be used and maintained consistent with this Section II, Paragraph 2.19 (Riparian Buffers). (e) [if applicable] The prohibitions in this Section II, Paragraph 2.19(a), (b), (c), and (d) (Riparian Buffers) above shall not preclude the repair or replacement of any structures, including repairs to the irrigation system, existing as of Effective Date or the construction or maintenance of fencing, mailboxes, gate posts, or permitted signs that do not diminish, impair, or interfere with the Preservation and Conservation Values of this Easement.

2.20 [if applicable] IRRIGATION SYSTEMS: Subject to the provisions of Sections 2.4 (Permitted New Buildings, Structures, Amenities and Features), 2.6 (Alterations and New Construction), 2.7 (Standards for Review), 2.11 (Archeology) and 2.14 (Ground Disturbing Activities): (a) Grantor is permitted to construct, install, extend, locate, access, maintain, and repair above ground and below ground irrigation systems and supporting utility services that power the irrigation system, including but not limited to, piping, pumps, hydrants, cement pads, covered structures for diesel or electrical pumps, access and cleanout points, and other components, in and along roads on the

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Property, either existing as of the Effective Date or as thereafter altered or changed with the written approval of Grantee, and in other locations on the Property as Grantor deems necessary in its reasonable discretion to operate and maintain permitted agricultural activities under Section II, Paragraph 2.9 (Activities and Uses) above. (b) Notwithstanding the foregoing, once constructed and installed, access, maintenance, and repair of the below ground and/or above ground irrigation system within previously-disturbed areas may be conducted without the prior written approval of Grantee. Notwithstanding the foregoing, once constructed and installed, nothing in this paragraph or this Easement shall require the Grantor to conduct archeological survey or investigation prior to or in conjunction with accessing, maintaining, or repairing the irrigation system within previously-disturbed areas.

SECTION III: INSPECTION AND ENFORCEMENT

3.1 RIGHT OF INSPECTION: (a) Grantee and its representatives may enter the Property from time to time, upon reasonable notice to Grantor, to inspect the Property, to document the condition of the Property, and to enforce the terms of this Easement. (b) No notice to Grantor shall be required if, in the reasonable opinion of Grantee, emergency access is necessary to prevent irreversible damage to the Preservation and Conservation Values. In the event of such emergency access, Grantee shall provide Grantor with a written explanation of the reason for such emergency access and the actions taken by Grantee on the Property during such emergency access. Grantee shall limit its actions during such emergency access to those necessary to prevent irreversible damage to the Preservation and Conservation Values.

3.2 APPROVALS: (a) Whenever a written request for Grantee’s approval is submitted pursuant to the requirements imposed by this Easement and Grantee fails to respond in writing within thirty (30) business days of receipt of such request, then Grantee shall be deemed to have approved the request, and Grantor may proceed with the action for which approval was requested. (b) Nothing herein shall be construed, however, to require Grantee to issue a final decision on such request within such thirty (30) business day period, provided that such final decisions are issued as timely as is practicable under the circumstances. Such circumstances may include, but are not limited to, the complexity of the request or proposed project, the adequacy of the information submitted with the request, the degree to which the request or project complies with the Easement, whether the request or project is consistent with the Secretary’s Standards as set forth in Section II, Paragraph 2.7 (Standards for

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Review) above, the need for archeological investigation pursuant to Section II, Paragraph 2.11 (Archeology) above, and the need for on-site inspections or consultations. (c) In the event that Grantor proceeds with the action without having obtained the prior written approval of Grantee, Grantor shall remain obligated to protect and preserve the Preservation and Conservation Values and Grantee may undertake remedial action as set forth in Paragraph 3.1 (Right of Inspection) above and/or pursue any remedies set forth in Section III, Paragraph 3.3 (Enforcement) if such action is in violation of this Easement or diminishes or impairs the Preservation and Conservation Values. (d) No approval required hereunder shall be unreasonably withheld or delayed by Grantee. (e) [if applicable] Nothing herein shall be construed to affect the authority of the Secretary of the Interior under Section 6(f)(3) of the Land and Water Conservation Act. (f) Grantee is not liable to Grantor or any third party for any damage, injury, liability or consequence arising out of or resulting from Grantor’s failure to obtain Grantee’s prior written approval as required under this Easement.

[Replacement Approvals language when new policy approved by ______: (a) Whenever a written request for Grantee’s approval is submitted pursuant to the requirements imposed by this Easement and Grantee fails to respond in writing within thirty (30) business days of receipt of such request, then Grantee shall be deemed to have denied the request, and Grantor may proceed with any appeal or request for reconsideration regarding action for which the approval was requested pursuant to Grantee’s written policies. (b) Nothing herein shall be construed, however, to require Grantee to issue a final decision on such request within such thirty (30) business day period, provided that such final decisions are issued as timely as is practicable under the circumstances. Such circumstances may include, but are not limited to, the complexity of the request or proposed project, the adequacy of the information submitted with the request, the degree to which the request or project complies with the Easement, whether the request or project is consistent with the Standards for Review as set forth in Section II, Paragraph 2.7 (Standards for Review) above, the need for archeological investigation pursuant to Section II, Paragraph 2.11 (Archeology) above, and the need for on-site inspections or consultations. (c) No approval required hereunder shall be unreasonably withheld or delayed by Grantee. (d) Grantee is not liable to Grantor or any third party for any damage, injury, liability or consequence arising out of or resulting from Grantor’s failure to obtain Grantee’s prior written approval as required under this Easement.

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(e) Nothing herein shall be construed to affect the authority of the Secretary of the Interior under Section 6(f)(3).]

3.3 ENFORCEMENT: Grantee, in accepting this Easement, commits to protecting the Preservation and Conservation Values identified herein and has the resources necessary to enforce the restrictions and covenants set forth herein. (a) Grantee has the right to bring an action at law or in equity in any court of competent jurisdiction to enforce the restrictions contained herein, including without limitation, the right to: 1. Require restoration of the Property to a condition of compliance with the terms of this Easement as existed on the Effective Date, except to the extent such condition thereafter changed in a manner consistent with the restrictions; 2. Recover any damages arising from non-compliance, including but not limited to disgorgement of any monies received by Grantor connected with the non-compliance; and 3. Enjoin non-compliance by ex parte temporary or permanent injunction. (a) If a court determines that Grantor failed to comply with this Easement, Grantor shall reimburse to Grantee any reasonable costs of enforcement, including costs of restoration, court costs and reasonable attorneys’ fees, in addition to any other payments ordered by such court. (b) Grantee does not waive or forfeit the right to take action as may be necessary to ensure compliance with this Easement by any delay or prior failure to act and Grantor hereby waives any defenses of waiver, estoppel or laches with respect to any delay or failure to act by Grantee. (c) Any challenge to the validity or enforceability of this Easement must be brought in a court of competent jurisdiction within the State of ______. No such challenge or action may originate in, be transferred or removed to any court outside of the State of ______except for federal courts of appeal. (d) Nothing in this Easement shall create any right in the public or any third party to maintain any judicial proceeding against Grantor or Grantee or to enforce this Easement through any means including, but not limited to, judicial action.

SECTION IV: DOCUMENTATION

4.1 BASELINE DOCUMENTATION REPORT: (a) Grantor and Grantee agree that the Baseline Documentation Report (the “BDR”), which contains among other items a written report describing the Property, aerial, topographic, and photopoint maps, a site plan, and photographs

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of the Property taken by the Easement Program ______of the _____ on [date] (____ negative number ______) accurately documents the appearance and condition of the Property as of the Effective Date. The BDR shall be stored permanently in the archives of the ____, which is located at ______, or such other location as Grantee may determine. (b) Hereafter, the Property shall be maintained, preserved, and protected in its condition as of the Effective Date as nearly as practicable, except for changes that are expressly permitted hereunder. The BDR may be used to determine compliance with and enforcement of the terms of this Easement; however, the parties are not precluded from using other relevant evidence or information to assist in that determination. (c) Grantor and Grantee hereby acknowledge receipt and acceptance of the BDR prior to the Effective Date.

SECTION V: GENERAL PROVISIONS

5.1 GRANTEE’S PROPERTY INTEREST: Grantor agrees that the conveyance of this Easement gives rise to a property interest, immediately vested in Grantee, with a fair market value that is equal to the proportionate value that the perpetual conservation restriction at the time of the conveyance bears to the fair market value of the Property as a whole at that time.

5.2 INSURANCE: (a) Grantor shall keep the Property insured by an insurance company licensed to issue policies in the State of ______and rated “Secure” by ______Company or other qualified insurance rating company for comprehensive general liability insurance against claims for personal injury, death, and property damage. (b) [if applicable] Grantor shall keep the historic buildings, structures, amenities and/or features identified in Section II, Paragraph 2.3(a) (Existing Buildings, Structures, Amenities and Features) above insured by an insurance company licensed to issue policies in the State of ______and rated “Secure” by ______Company or other qualified insurance rating company for the full replacement value against loss from the perils commonly insured under standard fire and extended coverage policies. (c) [if applicable] In the event of damage to a historic building, structure, amenity and/or feature identified in Section II, Paragraph 2.3(a) (Existing Buildings, Structures, Amenities and Features) above, which building, structure, amenity or feature Grantee determines, pursuant to Section II, Paragraph 2.8(c) (Destruction) above, cannot be rehabilitated or reconstructed, Grantee shall be entitled to a share of any resulting payment from such insurance, equal to the value of Grantee’s property right as determined in Section V, Paragraph 5.1 (Grantee’s Property Interest) below.

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(d) [if applicable] If Grantee determines, pursuant to Section II, Paragraph 2.8(a) (Destruction) above, that the damaged historic building, structure, amenity or feature identified in Section II, Paragraph 2.3(a) (Existing Buildings, Structures, Amenities and Features) can be rehabilitated or reconstructed, all insurance proceeds shall be used exclusively for the rehabilitation or reconstruction of such damaged building or structure, and related expenses (including the cost of temporary housing for occupants of a damaged building or structure if provided for in the policy of insurance). (e) [if applicable] In the event of damage to or destruction of a non-historic building, structure, amenity or feature identified in Section II, Paragraph 2.3(b) (Existing Buildings, Structures, Amenities and Features) or Paragraph 2.4 (Permitted New Buildings, Structures, Amenities and Features), Grantor shall not obligated to rehabilitate or reconstruct the building, structure, amenity or feature as set forth in Section II, Paragraph 2.8(c) (Destruction) and Grantor shall be entitled to all of the insurance proceeds for that building, structure amenity or feature.

5.3 CONVERSION OR DIVERSION: (a) Grantor and Grantee acknowledge that this Easement is perpetual and that no part of the Property may be converted or diverted from its open-space use except in compliance with the provisions of ______, which does not permit extinguishment of open-space easements or loss of open- space unless the following conditions are satisfied: 1. The conversion or diversion is determined by the public body to be (i) essential to the orderly development and growth of the locality and (ii) in accordance with the official comprehensive plan for the locality in effect at the time of conversion or diversion, and 2. There is substituted other real property which is (i) of at least equal fair market value, (ii) of greater value as permanent open-space land than the land converted or diverted and (iii) of as nearly as feasible equivalent usefulness and location for use as permanent open-space land as is the land converted or diverted. (b) In addition, no part of this Property may be converted or diverted from its open-space use unless approved by the Secretary of the Interior, acting through the ABPP, in accordance with Section 6(f)(3) and 36 C.F.R. 59.3. In the event of a proposed conversion or diversion of the Property to a use other than those specified herein and provided for in the Land and Water Conservation Fund Act, Grantor shall consult with Grantee. If following that consultation, Grantee determines that conversion or diversion is appropriate, Grantee shall, in accordance with Section 6(f)(3) propose such conversion or diversion to the Secretary of the Interior, acting through the ABPP. Any such proposal shall include the proposed mitigation for the conversion or diversion. The proposal shall also include a letter from Grantee setting out its opinions on the advisability of the proposed conversion or diversion and the adequacy

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of the proposed mitigation. The Secretary shall approve such conversion or diversion only if he or she finds it to be in accord with Section 6(f)(3) and the American Battlefield Protection Program Authorization Act of 2009 (54 U.S.C. § 308103), and only upon such conditions as he or she deems necessary to assure the substitution of other appropriate properties of at least equal fair market value and of reasonably equivalent usefulness and location. (c) In the event of a breach of Section 6(f)(3), there shall be no remedy other than immediate compliance with Section 6(f)(3), nor may grant funds be repaid to nullify the conditions of Section 6(f)(3).

5.4 EXTINGUISHMENT: (a) Should an attempt be made to extinguish this Easement, such extinguishment can be carried out only by judicial proceedings and only if in compliance with ______, as set forth in Paragraph 5.3(a) (Conversion or Diversion) above, [if applicable] Section 6(f)(3), [if applicable] Section 170(h) and applicable Treasury Regulations. (b) In any sale, exchange or involuntary conversion of the Property or portion of the Property subsequent to such extinguishment, Grantee shall be entitled to a portion of the proceeds at least equal to the proportionate value of the perpetual conservation restriction computed as set forth in Section V, Paragraph 5.1 (Grantee’s Property Interest) above, but not to be less than the proportionate value that the perpetual conservation restriction at the time of the extinguishment bears to the then value of the Property as a whole. Grantee shall use all its share of the proceeds from the sale of the Property in a manner consistent with the conservation purposes of this Easement, Sections 10.1-2200 through 10.1-2214 of the Code of ______, the ______, and the requirements of Section 6(f)(3). (c) Except as set forth herein, no part of the Property may be converted or diverted from preservation or open space uses as herein defined except in accordance with ______and if approved by the Secretary of the Interior in accordance with the requirements of Section 6(f)(3) and the American Battlefield Protection Program Authorization of 2009.

5.5 SEVERABILITY: The invalidity or unenforceability of any provision of this Easement shall not affect the validity or enforceability of any other provision of this Easement.

5.6 AMENDMENT: Grantee and Grantor may amend this Easement to enhance the Property’s Preservation and Conservation Values or add to the restricted property, provided that no amendment shall: (a) Affect this Easement’s perpetual duration; (b) Conflict with or be contrary to or inconsistent with the purposes of this Easement as set forth in Section I, Paragraph 1.2 (Purposes);

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(c) Reduce the protection of the Preservation and Conservation Values identified in Paragraph 1.2 (Purposes); (d) Affect the qualification of this Easement as a [if applicable] “qualified conservation contribution,” [if applicable] “interest in land,” or “open-space easement;” (e) Affect the status of Grantee as a [if applicable] “qualified organization” or “public body.” No amendment shall be effective unless documented in a notarized writing executed by Grantee and Grantor and recorded in the Clerk’s Office of the Circuit Court of ______County, ______.

5.7 DURATION; SUCCESSORS IN INTEREST: This Easement is perpetual. It is an easement in gross that runs with the land as an incorporeal interest in the Property. The covenants, terms, conditions, and restrictions contained in the Easement are binding upon, and inure to the benefit of, the parties hereto and their successors and assigns, and shall continue as a servitude running in perpetuity with the Property. Grantor’s rights and affirmative obligations under this Easement terminate upon proper transfer of Grantor’s entire interest in the Property, except that liability for acts or omissions occurring prior to transfer shall survive transfer.

5.8 GRANTOR’S REPRESENTATIONS AND WARRANTIES: Grantor hereby represents, covenants and warrants that: (a) Grantor has good, fee simple title to the Property; (b) The Property is free and clear of all encumbrances, other than restrictions, covenants, conditions, and utility and access easements recorded in the land records of ______County, ______, prior to the Effective Date including, but not limited to, any mortgages, liens, leases or option contracts not subordinated to this Easement; (c) Grantor has all requisite power and authority to enter into this Easement and to grant and convey this Easement; (d) No consents of any lender or any third party are required for Grantor to enter into this Easement that have not already been obtained and made known to Grantee; (e) [if applicable] Grantor is and shall be duly organized and legally existing under the laws of the State of ______; and (f) Each person and/or entity signing on behalf of Grantor is authorized to do so.

5.9 TRANSFER OF TITLE: Whenever feasible, within at least thirty (30) calendar days prior to any inter vivos transfer of title to the Property, excluding deeds of trust given for the purpose of securing loans, Grantor shall notify Grantee in writing. After the Effective Date, this Easement shall be referenced by deed book and page number, instrument number, or other appropriate reference in any deed conveying an interest in the Property.

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5.10 ASSIGNMENT: (a) This Easement may be assigned, transferred or conveyed to another public body at the discretion of Grantee and in consultation with Grantor only if: 1. The assignment, transfer or conveyance is consistent with the ______; and 2. All of the restrictions and protections for the Preservation and Conservation Values set forth in this Easement are to be continued in perpetuity; and (b) Such assignment, transfer, or conveyance shall be in writing with all signatures notarized and shall be recorded in the Clerk’s Office of the Circuit Court of ______County, ______. (c) The assignment, transfer or conveyance is approved with the written permission of the Secretary of the Interior, acting through the ABPP, in accordance with the requirements of Section 6(f)(3) and the American Battlefield Protection Program Authorization of 2009.

5.11 NO MERGER: Grantor and Grantee agree that in the event that Grantee, or any agency or entity of the State of ______, acquires a fee interest in the Property, this Easement shall not merge into the fee interest, but shall survive the deed and continue to encumber the Property.

5.12 JOINT OWNERSHIP: If Grantor at any time owns the Property, any portion of the Property or interest therein in joint tenancy, tenancy by the entireties, or tenancy in common, all such tenants shall be jointly and severally liable for all obligations of Grantor set forth herein.

5.13 CONTROLLING LAW: (a) This Easement shall be construed according to the laws of the State of ______and the United States of America. Nevertheless, any general rule of construction notwithstanding, Grantor and Grantee agree that this Easement shall be liberally construed in favor of the conveyance to Grantee to protect the Preservation and Conservation Values of the Property and to effect the purposes of this Easement and the ______. (b) If any provision of this Easement is found to be ambiguous, an interpretation consistent with advancing the Preservation and Conservation Values pursuant to this Easement, ______, and the ______[if applicable] and with qualification under Section 170(h) as aforesaid shall be favored over any other interpretation.

5.14 INTERACTION WITH OTHER LAWS: (a) This Easement does not permit any use of the Property that is otherwise prohibited by federal, state, or local law or regulation.

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(b) Compliance with this Easement in no way obviates, negates, supersedes, waives or satisfies applicable federal, state or local laws or regulations. In the event of any conflict between applicable federal, state or local laws or regulations and the provisions of this Easement, that standard which more effectively protects and promotes the Preservation and Conservation Values of shall prevail.

5.15 EXTINGUISHMENT OF DEVELOPMENT RIGHTS: (a) Grantor warrants and covenants that neither the Property, nor any portion of it, has been or shall be dedicated as open space within, or as part of, a residential subdivision or any other type of real estate development plan or dedicated for the purpose of fulfilling density requirements to obtain approvals for zoning, subdivision, site plan, or building permits. No development rights that have been encumbered or extinguished by this Easement shall be transferred to any other real property pursuant to a transfer of development rights or purchase of development rights program, cluster development plan, planned unit development or other type of land use program or regulation intended to restrict the future development of the Property. (b) Any and all development rights, subdivision rights and other rights affecting the future development (generally referred to as “development rights”) of the Property, [if applicable] except for those rights expressly reserved in Section II, Paragraph(s) 2.2 (Division) and 2.4 (Permitted New Buildings, Structures, Amenities and Features) herein, are hereby extinguished and terminated in perpetuity. Grantor unconditionally and irrevocably relinquishes the right to transfer such development rights to any other property or to use them for purposes of calculating lot yield, density allowances, increases or decreases, and/or development potential of the Property or any other property.

5.16 ENVIRONMENTAL LIABILITY: Grantee is in no way liable for any condition existing on or in the Property, whether known or unknown, as of the Effective Date under the Clean Water Act (33 U.S.C. §§ 1251-1387 (2014, as amended)), the Clean Air Act (42 U.S.C. §§ 7401-7671q (2014, as amended)), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901-6922k (2014, as amended)), the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§ 9601-9675 (2014, as amended)), or any comparable state or local law concerning the storage, disposal, remediation or release of any toxic or hazardous waste, material or substance.

5.17 SUBORDINATION: [if applicable] ______(“Lender”) is the noteholder under a certain Deed of Trust dated ______and recorded in the Clerk’s Office of the Circuit Court of ______County, ______, as [Book ______, Page _____ or Instrument ______], which subjects the Property to the Lender’s lien. As evidenced by ______, the signature hereto of its duly authorized representative, the Lender consents to the terms, conditions, and restrictions of the Easement as set forth herein, and agrees that the lien represented by the Lender’s Deed of Trust shall be held subject to this Easement and joins in this Deed of

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Easement to reflects its direction to the Trustee(s) to execute this Deed Easement to give effect to the subordination of such Deed of Trust to this Easement.

5.18 TAX MATTERS: (a) [if applicable] [Grantor and Grantee hereto agree and understand that any value of this Easement claimed for tax purposes as a charitable gift must be fully and accurately substantiated by an appraisal from a qualified appraiser as defined in Treasury Regulations (see Treas. Reg. § 1.170A-13(c)(5)), and that the appraisal is subject to review, audit, and challenge by all appropriate tax authorities.] Grantee makes no express or implied warranties that any tax benefits will be available to Grantor from donation [or] [partial donation] of this Easement, or that any such tax benefits might be transferable, or that there will be any market for any tax benefits that might be transferable. (b) [if applicable] Grantor and Grantee also intend that the conveyance provided for in this Easement qualify [in part or in whole] under Section 170(h) as a “qualified conservation contribution” of a “perpetual conservation restriction” for federal income and estate and gift tax purposes. The provisions of this Easement shall be construed and applied accordingly. Notwithstanding the foregoing, Grantee does not hereby provide any warranty or other assurance as to the deductibility of the contribution of the interests hereby conveyed, and the conveyance of this Easement is in no way conditioned upon such deductibility. (c) By its execution hereof, Grantee acknowledges and confirms receipt of the Easement and further acknowledges that Grantee has not provided any goods or services to Grantor in consideration of the grant of the Easement.

5.19 RECORDING: This Easement shall be recorded in the land records in the Clerk’s Office of the Circuit Court of ______County, ______, and Grantee may re-record it at any time to preserve its rights under this Easement.

5.20 COUNTERPARTS: This Easement may be executed in one or more counterpart copies, each of which, when executed and delivered shall be an original, but all of which shall constitute one and the same Easement. Execution of this Easement at different times and in different places by the parties hereto shall not affect the validity of the Easement.

5.21 EFFECTIVE DATE: The date upon which this Easement shall be recorded in the land records of ______County, ______shall be the effective date (“Effective Date”) hereof.

5.22 DEFINITIONS: In this Easement “Grantor” shall include Grantor and its successors and assigns, “Grantee” shall include Grantee and its successors and assigns, [if applicable] and “ABPP” shall include ABPP and its successors and assigns.

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5.23 NOTICE: All notices and communications under this Easement shall be directed as follows:

Grantor: [mailing address]

or

At the address reflected in the tax records maintained by the City or County of [City/County name], ______, for the Property.

Grantee: ______

ABPP:

National Park Service American Battlefield Protection Program 1849 C Street, NW Room 7228 Washington, D.C. 20240

[if applicable] Subordinated Parties: [mailing address]

5.24 ENTIRE AGREEMENT: This instrument sets forth the entire agreement of the parties hereto with respect to this Easement and supersedes all prior discussions, negotiations, understandings, documents, drafts or agreements relating to the conveyance of this Deed of Conservation Easement.

5.25 ACCEPTANCE AUTHORITY: Acceptance by the State of ______, ______of this conveyance is authorized by ______of the Code of ______.

Witness the following signatures and seal:

[COUNTERPART SIGNATURE PAGES TO FOLLOW]

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{Counterpart Signature Page 1 of 2}

Grantor: [GRANTOR’S NAME]

By: ______Name: ______

Title: ______

Date: ______

STATE/DISTRICT OF ______), to-wit:

CITY/COUNTY OF ______)

The foregoing instrument was acknowledged before me this ____ day of ______, 201_, by ______[signatory’s name], as ______[Title] on behalf of the [Grantor’s name], Grantor therein.

______Notary Public

My commission expires: ______Notary Commission No. ______(SEAL)

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{Counterpart Signature Page 2 of __}

Accepted: Grantee: STATE OF ______, ______

By: ______Director, ______

Date: ______

STATE of ______) CITY of ______), to-wit:

The foregoing instrument was acknowledged before me this ____ day of ______, 201_, by ______, Director, ______, on behalf of the State of ______, ______, Grantee therein.

______Notary Public

My commission expires: ______Notary Commission No. ______(SEAL)

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{Counterpart Signature Page 3 of __}

Lender, and Grantor for indexing purposes

[SUBORDINATED PARTY’S NAME]

By: ______Name: ______

Title: ______

Date: ______

STATE/DISTRICT OF ______), to-wit:

CITY/COUNTY OF ______)

The foregoing instrument was acknowledged before me this ____ day of ______, 201_, by ______[signatory’s name], as ______[Title] on behalf of the [Grantor/Lender’s name], Grantor therein.

______Notary Public

My commission expires: ______Notary Commission No. ______(SEAL)

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Exhibit A [Recorded Plat]

[If applicable] Exhibit B [Plat of Subdivision]

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