Deed of Conservation Easement

DEED OF CONSERVATION EASEMENT

THIS GRANT DEED OF CONSERVATION EASEMENT is made this day of , , by , having an address at , ("Grantors"), in favor of a nonprofit corporation (qualified to do business in ), having an address at ("Grantee").

WITNESSETH:

WHEREAS, The Grantors are the sole owners in fee simple of certain real property in County, , more particularly described in Exhibit A attached hereto and incorporated by this reference (the "Property"); and

WHEREAS, the property possesses values (collectively, "conservation values") of great importance to Grantors, the people of and the people of the State of ; and

WHEREAS, in particular, and

WHEREAS, the specific conservation values of the Property are further documented in an inventory of relevant features of the Property, dated on file at the offices of Grantee or attached hereto as Exhibit B and incorporated by this reference ("Baseline Documentation"), which consists of reports, maps, photographs, and other documentation that the parties agree provide, collectively, an accurate representation of the Property at the time of this grant and which is intended to serve as an objective, though nonexclusive, information baseline for monitoring compliance with the terms of this grant; and

WHEREAS, Grantors intend that the conservation values of the Property be preserved and maintained by permitting only those land uses on the Property that do not significantly impair or interfere with them, including, without limitation, those land uses relating to existing at the time of this grant; and

WHEREAS, Grantors further intend, as owners of the Property, to convey to Grantee the right to preserve and protect the conservation values of the Property in perpetuity; and

WHEREAS, Grantee is a publicly supported, tax-exempt nonprofit organization and a qualified organization under Sections 501(c)(3) and 170(h), respectively, of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the "Internal Revenue Code"), whose primary purpose is (e.g., the preservation, protection, or enhancement of land in its natural, scenic, historical, agricultural, forested, and/or open space condition);

NOW, THEREFORE, in consideration of the above and the mutual covenants, terms, conditions, and restrictions contained herein, and pursuant to the law of and in particular , Grantors hereby voluntarily grant and convey to Grantee a conservation easement in perpetuity over the Property of the nature and character and to the extent hereinafter set forth ("Easement").

1. Purpose. It is the purpose of this Easement to assure that the Property will be retained forever [predominantly] in its condition and to prevent any use of the Property that will [significantly] impair or interfere with the conservation values of the Property. Grantors intend that this Easement will confine the use of the Property to such activities, including, without limitation, those involving , as are not inconsistent with the purpose of this Easement.

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

(a) To preserve and protect the conservation values of the Property;

(b) To enter upon the Property at reasonable times in order to monitor compliance with and otherwise enforce the terms of this Easement in accordance with section 6; provided that, except in cases where Grantee determines that immediate entry is required to prevent, terminate, or mitigate a violation of this Easement, such entry shall be upon prior reasonable notice to Grantors, and Grantee shall not in any case unreasonably interfere with Grantors' use and quiet enjoyment of the Property; and

(c) To prevent any activity on or use of the Property that is inconsistent with the purpose of this Easement and to require the restoration of such areas or features of the Property that may be damaged by any inconsistent activity or use, pursuant to the remedies set forth in section 6.

3. Prohibited Uses. Any activity on or use of the Property inconsistent with the purpose of this Easement is prohibited. Without limiting the generality of the foregoing, the following activities and uses are expressly prohibited:

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

5. Notice and Approval.

(a) Notice of Intention to Undertake Certain Permitted Actions. Whenever notice is required Grantors shall notify Grantee in writing not less than days prior to the date Grantors intend to undertake the activity in question.

(b) Grantee's Approval. Where Grantee's approval is required, Grantee shall grant or withhold its approval in writing within days of receipt of Grantors' written request therefor.

6. Grantee's Remedies.

(a) Notice of Violation; Corrective Action. If Grantee determines that a violation of the terms of this Easement has occurred or is threatened, Grantee shall give written notice to Grantors of such violation and demand corrective action sufficient to cure the violation.

(b) Injunctive Relief. If Grantors fail to cure the violation within days after receipt of notice thereof from Grantee, Grantee may bring an action at law or in equity in a court of competent jurisdiction to enforce the terms of this Easement.

(c) Damages. Grantee shall be entitled to recover damages for violation of the terms of this Easement or injury to any conservation values protected by this Easement.

(d) Emergency Enforcement. If Grantee determines that circumstances require immediate action to prevent or mitigate significant damage to the conservation values of the Property, Grantee may pursue its remedies under this section 6 without prior notice to Grantors or without waiting for the period provided for cure to expire.

(e) Scope of Relief. Grantee's rights under this section 6 apply equally in the event of either actual or threatened violations of the terms of this Easement.

(f) Costs of Enforcement. All reasonable costs incurred by Grantee in enforcing the terms of this Easement against Grantors shall be borne by Grantors.

(g) Forbearance. Forbearance by Grantee to exercise its rights under this Easement shall not be deemed or construed to be a waiver by Grantee of such term or of any subsequent breach.

(h) Waiver of Certain Defenses. Grantors hereby waive any defense of laches, estoppel, or prescription.

(i) Acts Beyond Grantors' Control. Nothing contained in this Easement shall be construed to entitle Grantee to bring any action against Grantors for any injury to or change in the Property resulting from causes beyond Grantors' control.

7. Access. No right of access by the general public to any portion of the Property is conveyed by this Easement.

8. Costs, Liabilities, Taxes, and Environmental Compliance.

(a) Costs, Legal Requirements, and Liabilities. Grantors retain all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Property.

(b) Taxes. Grantors shall pay before delinquency all taxes, assessments, fees, and charges levied on or assessed against the Property.

(c) Representations and Warranties. Grantors represent and warrant that, after reasonable investigation and to the best of their knowledge:

(i) No hazardous, toxic, polluting, or otherwise contaminating substance exists or has been released on the Property.

(ii) There are not now any underground storage tanks located on the Property.

(iii) Grantors and the Property are in compliance with all applicable laws, regulations, and requirements.

(iv) There is no pending or threatened litigation affecting the Property.

(v) No civil or criminal proceedings or investigations are pending regarding the Property.

(d) Remediation. If there occurs a release on or about the Property of any hazardous or contaminating substance, Grantors agree to take all steps necessary to assure its containment and remediation.

(e) Control. Nothing in this Easement shall be construed as giving rise to any right or ability in Grantee to exercise physical or managerial control over the day-to-day operations of the Property.

(f) Hold Harmless. Grantors hereby release and agree to hold harmless, indemnify, and defend Grantee from and against all liabilities, penalties, fines, charges, costs, losses, damages, expenses, causes of action, claims, and demands arising from the Property.

9. Extinguishment and Condemnation.

(a) Extinguishment. If circumstances arise that render the purpose of this Easement impossible to accomplish, this Easement can only be terminated or extinguished by judicial proceedings.

(b) Valuation. This Easement constitutes a real property interest immediately vested in Grantee, with fair market value determined by the formula stated in the agreement.

(c) Condemnation. If all or any part of the Property is taken by eminent domain or acquired in lieu of condemnation, Grantors and Grantee shall act jointly to recover the full value of the interests in the Property subject to the taking.

(d) Application of Proceeds. Grantee shall use any proceeds received under the circumstances described in this section in a manner consistent with its conservation purposes.

10. Assignment. This Easement is transferable, but Grantee may assign its rights and obligations only to a qualified organization authorized to acquire and hold conservation easements under applicable state statute or the laws of the United States.

11. Subsequent Transfers. Grantors agree to incorporate the terms of this Easement by reference in any deed or other legal instrument by which they divest themselves of any interest in all or a portion of the Property.

12. Estoppel Certificates. Upon request by Grantors, Grantee shall within days execute and deliver any document, including an estoppel certificate, evidencing the status of this Easement.

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

To Grantors:

To Grantee:

14. Recordation. Grantee shall record this instrument in timely fashion in the official records of , , and may re-record it at any time as may be required to preserve its rights under this Easement.

15. General Provisions.

(a) Controlling Law. The interpretation and performance of this Easement shall be governed by the laws of the State of .

(b) Liberal Construction. This Easement shall be liberally construed in favor of the grant to effect the purpose of this Easement and the policy and purpose of .

(c) Severability. If any provision of this Easement is found to be invalid, the remainder shall not be affected thereby.

(d) Entire Agreement. This instrument sets forth the entire agreement of the parties with respect to the Easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Easement.

(e) No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of Grantor's title in any respect.

(f) Joint Obligation. The obligations imposed by this Easement upon Grantors shall be joint and several.

(g) Successors. The covenants, terms, conditions, and restrictions of this Easement shall be binding upon, and inure to the benefit of, the parties hereto and their respective personal representatives, heirs, successors, and assigns.

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

(i) Captions. The captions in this instrument have been inserted solely for convenience of reference and are not a part of this instrument.

(j) Counterparts. The parties may execute this instrument in two or more counterparts.

TO HAVE AND TO HOLD unto Grantee, its successors, and assigns forever.

IN WITNESS WHEREOF Grantors and Grantee have set their hands on the day and year first above written.

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