Fill and Sign the Recording Requested by and When Recorded Mail to Deed of Form

1RECORDING REQUESTED BY: ) ))) MAIL TO: ) ) ) PERPETUAL CONSERVATION EASEMENT GRANT THIS PERPETUAL CONSERVATION EASEMENT GRANT (this "EASEMENT")is made this day of ,20 by (“Owner”) ("GRANTOR"), in favor of the("GRANTEE") ++++ , of ("GRANTEE").RECITALSA. GRANTOR is a California Limited Liability Company and is the sole owner in fee simple of certain real property located in the County of County, State of California, more particularly depicted on the map attached as Exhibit A hereto (the "Protected Property") (this map shows land subject to EASEMENT and separately shows land not subject to EASEMENT. The execution copy of the EASEMENT also shall have legal descriptions attached as Exhibit B); and B. “To Be Determined no later than as Described in the Endowment Fund Deposit Agreement”, GRANTEE is a non-profit entity formed under the laws of the State of California, and is authorized to hold conservation easements under California Civil Code § 815 et seq.; and C. SERVICE is the United States Fish and Wildlife Service within the United States Department of the Interior, which is authorized by Federal law to administer the Federal Endangered Species Act and other laws and regulations; and D. The Protected Property possesses significant ecological and habitat values that benefit endangered, threatened, and other rare species (Collectively, "Conservation Values"). These species and their habitats are of aesthetic, ecological, educational, historical, recreational, and scientific value to the people of California and the people of the United States. These values include Vernal Pools & Swales, Riparian Emergent Wetlands, Emergent Wetlands Habitats for the endangered Species: ++++ (“Covered Species”), and are of great importance to both GRANTOR and GRANTEE; and E. Significant portions of the Property, consisting of approximately acres, have been presently identified as being occupied by species of native plants and wildlife which GRANTOR reserves the Right to restore and/or enhance: pursuant to a Management Plan titled Dove Ridge Conservation Management Plan, a memorandum of which is attached to 2this EASEMENT as Exhibit C, and the recorded entire Management Plan and both GANTOR and GRANTEE desire to conserve and protect; andF. GRANTOR intends to convey to GRANTEE the right to conserve and protect the conservation values of the property in perpetuity; and G. GRANTEE agrees by accepting this grant to honor the intentions of GRANTOR stated herein and to conserve and protect in perpetuity the conservation values of the Protected Property in accordance with the terms of this EASEMENT and the ManagementPlan prepared for it; andH. This EASEMENT provides mitigation for certain impacts located within the “Service Area” (also known as “Credit Area”) means the geographic area described on the map and in the narrative description set forth at Exhibit C, or on a project-by-projectbasis consistent with this agreement and approved by USFWS within which impacts that occur may be mitigated or compensated through the use of Conservation Credits, in the State of California, described in the Federal Endangered Species Act.Covenants, Terms, Conditions, and RestrictionsIn consideration of the above and the mutual covenants, terms, conditions, and restrictions contained herein, and pursuant to the laws of California and California Civil Codesection 815 et seq., GRANTOR hereby voluntarily grants and conveys to GRANTEE a perpetual conservation easement over the Protected Property of the nature and character and to the extent hereinafter set forth.1. PURPOSEIt is the purpose of this EASEMENT to assure that the Protected Property will be retained forever in a natural and open space condition and to prevent any use of the ProtectedProperty that will impair or interfere with the Conservation Values of the Protected Property. GRANTOR intends that this EASEMENT (i) will assure that the Protected Property will be used for such activities as are consistent with the conservation purposes of this EASEMENT, and shall be implemented consistently with the Management Plan.2. RIGHTS OF GRANTEETo accomplish the purpose of this EASEMENT, the following rights are conveyed to GRANTEE by this EASEMENT:(a) To conserve and protect the Protected Property, in a manner consistent with the Management Plan.(b) To enter upon and traverse all portions of the Property at all times in order to have access to the Protected Property and to monitor GRANTOR's compliance with and otherwise enforce the terms of this EASEMENT and to fulfill duties identified in the Management Plan; provided that such entry shall not unreasonably impair or interfere with GRANTOR's use and quiet enjoyment of the Property or unreasonably disturb naturalresources on the Property.(c) To prevent any activity on or use of the Protected Property that is inconsistent with the conservation purposes of this EASEMENT and to require the restoration of such areas or 3features of the Protected Property that may be damaged by any inconsistent activity or use.(d) To conserve and protect all mineral, air, water rights, and ground water reasonably required to protect and to sustain the biological resources of the Protected Property. Atthis time there is one well located on the property that has never been used to sustain any of the biological resources on the property at this time. The future use of this well will bedescribed in the Management plan.3. PROHIBITED USESSubject to the provisions of Paragraph 4 herein, any activity on or use of the Protected Property inconsistent with the conservation purposes of this EASEMENT is prohibited except as stated in the management plan. Without limiting the generality of the foregoing, GRANTOR, its personal representative, heirs, assigns, agents, and potential future lessees are expressly prohibited from doing any of the following on Protected Property:(a) Erecting of any building, billboard, or sign;(b) Grazing (except grazing provided for in the Management Plan) or use of off-road vehicles;(c) Planting, introduction of dispersal of non-native or exotic plant or animal species;(d) Unseasonal watering, use of herbicides, rodenticides, mosquito abatement activities, or weed abatement activities,incompatible fire protection activities and any and all other uses which may adversely affect the purposes of this EASEMENT;(e) Depositing of soil, trash, ashes, garbage, waste, bio-solids or any other material;(f) Excavating, dredging or removing of loam, gravel, soil, rock, sand or other material, except as stated in the management plan;(g) Otherwise altering the general topography of the Protected Property except as stated in the management plan;(h) Removing, destroying, or cutting of trees, shrubs, or other vegetation, except as required for [list exceptions]:(1) fire breaks, (2) maintenance of existing foot trails or roads, or (3) prevention or treatment of disease, [others];(i) Granting use of the land to any third party for off-road vehicle use;(j) Legally subdividing the Conservation Property, recording of a subdivision plan, partition, or any other division of the Conservation Property into two or more parcels;(k) Paving or otherwise covering of the Conservation Property with concrete, asphalt, or any other impervious paving material;(l) Transferring any appurtenant water right required to maintain and restore the biological resources of the Conservation Property;(m) Granting surface entry for the exploration or extraction of minerals without approval by the SERVICE; and4. GRANTOR'S DUTIESGRANTOR shall undertake all reasonable actions to prevent the unlawful entry and trespass by persons whose activities may degrade or harm the conservation values of theProtected Property. In addition, GRANTOR shall undertake all necessary actions to perfect GRANTEE's rights under section 2 of this EASEMENT, including, but not limited to, GRANTEE's water rights. 45. RESERVED RIGHTSGRANTOR reserves to itself, and to its personal representative, heirs, successors, assigns, agents and present and potential future lessees, including, but not limited to, all rights accruing from its ownership of the Property, including the right to engage in or permit or invite others to engage in all uses of the Protected Property that are not expressly prohibited herein and are not inconsistent with the conservation purposes of this EASEMENT.This EASEMENT includes Waters consisting of (i) any riparian water rights appurtenant to the Protected Property, (ii) any appropriative water rights held by GRANTOR to the extent those rights are appurtenant to the Protected Property, (iii) any waters, the rights to which are secured under contract between the GRANTOR and any irrigation or water district, to the extent such waters are customarily applied to the Protected Property,and (iv) any water from wells that are in existence or may be constructed in the future on the Protected Property or on those lands described as excepted from the Protected Property in the legal description and that were historically used, by the GRANTOR to maintain the Protected Property in a flooded condition (Collectively, "Easement Waters". The Easement Waters are limited to the amount of GRANTOR’s water reasonably required tomaintain the Conservation Values of the Protected Property. All water rights of any nature not reasonably required to maintain the Conservation Value of the protected property are expressly reserved to the GRANTOR.6. REMEDIESIf GRANTEE, SERVICE or other interested parties determines that there is a violation of the terms of this EASEMENT or that a violation is threatened, such party shall give written notice to the other parties of such violation and demand corrective action sufficient to cure the violation and, where the violation involved injury to the Property resulting from any use or activity inconsistent with the purpose of this EASEMENT, to restore in accordance with the Management Plan, the portion of the Protected Property so injured. In any instance, measures to cure the violation shall be reviewed and approved by the SERVICE.If a party fails to cure a violation within sixty (60) days after receipt of notice thereof from the other party, or under circumstances where the violation cannot reasonably be curedwithin a sixty (60) day period, or fails to continue diligently to cure such violation until finally cured, the aggrieved party may bring an action at law or in equity in a court of competent jurisdiction to enforce the terms of this EASEMENT, to enjoin the violation, ex parte as necessary, by temporary or permanent injunction, to recover any damages to which it may be entitled for violation of the terms of this EASEMENT or injury to anyConservation Values protected by this EASEMENT, including damages for the loss of aesthetic, ecological, educational, historical, recreational or scientific values, and to require the restoration pursuant to the Management Plan of the Protected Property to the condition that existed prior to any such injury. If a party, in its good faith and reasonable discretion, determines that circumstances require immediate action to prevent or mitigate significant damage to the Conservation Values of the Protected Property, such party may pursue its remedies under this paragraph without prior notice to the other party or without waiting for 5the period provided for the cure to expire. Each party's rights under this paragraph apply equally in the event of either actual.or threatened violations of the terms of this EASEMENT, and each party agrees that the other party's remedies at law for anyviolation of the terms of this EASEMENT are inadequate and that such party shall be entitled to the injunctive relief described in this paragraph, both prohibitive and mandatory, in addition to such other relief to which such party may be entitled, including specific performance of the terms of this EASEMENT, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. Each party's remedies described in this paragraph shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. Furthermore, the provisions of California Civil Code section 815 et seq., are incorporated herein by this referenceand this EASEMENT is made subject to all of the rights and remedies set forth therein. If at any time in the future GRANTOR or GRANTEE or any subsequent transferee or assignee uses or threatens to use such lands for purposes not in conformance withthe provisions of this EASEMENT, or releases or abandons this EASEMENT in whole or in part, notwithstanding California Civil Code § 815 et seq., the California Attorney General, the United States through the SERVICE, or any entities organized for conservation purposes shall have standing as interested parties, and as third party beneficiaries in any proceeding affecting this EASEMENT.(a) Costs of Enforcement. Reasonable costs incurred by any party enforcing the terms of this EASEMENT, including without limitation, costs of suit and reasonable attorneys fees,.and any costs of restoration necessitated by a violation of the terms of this EASEMENT shall be borne by the breaching party. If a party prevails in any action to enforce the terms of this EASEMENT, such party's costs of suit including, withoutlimitation, reasonable attorneys fees, shall be borne by the other party.(b) GRANTEE's Discretion. Enforcement of the terms of this EASEMENT shall be at the discretion of GRANTEE, and any forbearance by GRANTEE to exercise its rights under this EASEMENT shall not be deemed or construed to be a waiver by GRANTEE ofsuch term or of any subsequent breach of the same or any other term of this EASEMENT or of any of GRANTEE's rights under this EASEMENT. No delay or omission by GRANTEE in the exercise of any right or remedy upon any breach by GRANTOR shall impair such right or remedy or be construed as a waiver. (c) Acts Beyond GRANTOR's Control. Nothing contained in this EASEMENT shall be construed to entitle GRANTEE to bring any action against GRANTOR for any injury to or change in the Property resulting from causes beyond GRANTOR's control, including, without limitation, fire, drought, flood, storm, and earth movement caused by an earthquake.7. COSTS AND LIABILITIESExcept as set forth in this EASEMENT, or as otherwise agreed in writing between the parties hereto, GRANTOR retains all responsibilities related to the ownership, operation, upkeep, and maintenance of the Property.(a) Taxes: To the extent that property taxes are not paid.from another source, GRANTOR shall pay before delinquency all taxes, assessments, fees, and charges of whatever description levied on or assessed against the Protected Property by competent authority, 6including any taxes imposed upon, or incurred as a result of, this EASEMENT, and shall furnish GRANTEE with satisfactory evidence of payment upon request.(b) Hold Harmless: GRANTOR or its successor shall hold harmless, indemnify, and defend GRANTEE and its members, directors, officers, employees, agents and contractors and the heirs, personal representatives, successors, and assigns of each of them (collectively "Indemnified Parties") from and against all liabilities, penalties, costs, losses, damages, expense, causes of action, claims, demands, or judgments, including withoutlimitation, reasonable attorney's fees, arising from or in any way connected with: (1) injury to or the death of any person, or physical damages to any property, resulting from any act,omission, condition or other matter occurring on the Protected Property, unless caused by the acts or omissions of any of the Indemnified Parties; and (2) the existence or administration of this EASEMENT.8. ASSIGNMENTThis EASEMENT is transferable, but GRANTEE shall give GRANTOR and the SERVICE at least thirty (30) days prior written notice of the transfer. GRANTEE may assign its rights and obligations under this EASEMENT only to an organization that is1) approved by the SERVICE ; and, 2) a public agency or a qualified organization at the time of transfer under section.170(h) of the Internal Revenue Code of 1954, as amended (or any successor provision then applicable), and the applicable regulations promulgated thereunder; and, 3) authorized to acquire and hold conservation easements under California Civil Code section 815 et seq. (or any successor provision then applicable). As a condition of such assignment or transfer, the Assignee or Transferee shall agree in writing that the conservation purposes that this grant is intended to advance shall continue to be fulfilled and that the Management Plan will be followed and notice of such restrictions shall be recorded in the county where the property is located. In the event of the termination ofGRANTEE's existence, the rights and obligations of GRANTEE hereunder shall, by that fact itself, and without any further action on the part of any entity, be deemed assigned to “To Be Determined no later than 12/31/2007 as Described in the Endowment Fund Deposit Agreement”.9. SUBSEQUENT TRANSFERSGRANTOR agrees to incorporate the terms of this EASEMENT in any deed or other legal instrument by which GRANTOR divests itself of any interest in all or a portion of theProperty, including, without limitation, a leasehold interest. GRANTOR further agrees to give written notice to GRANTEE and the SERVICE at least fifteen (15) days prior to the date of any property transfer. The failure of GRANTOR to perform any act required by this paragraph shall not impair the validity of this EASEMENT or limit its enforceability in any way.10. ESTOPPEL CERTIFICATES.Upon request by GRANTOR, GRANTEE shall within fifteen (15) days execute and deliver to GRANTOR any document, including an estoppel certificate, which certifies GRANTOR's compliance with any obligation of GRANTOR contained in this EASEMENT and otherwise evidences the status of this EASEMENT as may be requested by GRANTOR. 711. NOTICESAny notice, demand, request, consent, approval, or communication that the parties desire or is required to give to the others shall be in writing and either served personally orsent by first class mail, postage prepaid, addressed as follows: To Grantor: , LLC CA With copy to: , CA To Grantee: “To Be Determined no later than as Described in the Endowment Fund Deposit Agreement”. To the United States Fish and Wildlife Service:U.S. Fish and Wildlife Service , California Attn: Chief, Endangered Species Divisionor to such other address or the attention of such other officer from time to time shall designate by written notice to the other.12. RECORDATIONGRANTOR shall submit an original, signed and notarized Conservation Easement Grant to GRANTEE and GRANTEE shall promptly record this instrument in the official records of County, California and may re-record it at any time as may be required to preserve its rights in this EASEMENT. 13. FUNDINGGRANTOR has provided a copy of Endowment Fund Deposit Agreement” and declaration of trust to GRANTEE for the purposes of fulfilling all of GRANTOR's obligations long- term operations and maintenance of the EASEMENT under the ManagementPlan Funding shall be transferred to the appropriate transferee or assignee if the EASEMENT is assigned or transferred.14. ADDITIONAL EASEMENTS GRANTOR shall not grant any additional easements, rights-of-way, or other interests in the Protected Property, other than a fee or leasehold interest, undivided interest orsecurity interest (mortgage or deed of trust), or grant or otherwise transfer to any other person or entity or to other lands or otherwise abandon or relinquish any Waters reasonably required to maintain the conservation value of the protected property without the prior written authorization of GRANTEE given through the SERVICE. Such 8authorization will be given unless the SERVICE, among other things, determines that the proposed interest or transfer will interfere with the use of the Protected Property as habitat suitable for federally listed species or other federally protected species. This paragraph shall not prohibit the transfer of a fee title or leasehold interest in the Protected Property that is subject to the terms of this EASEMENT. This paragraph shall also not prohibit the granting of future compatible utility easements, as authorized by the SERVICE.15. GENERAL PROVISIONS(a) Controlling Law. The interpretation and performance of this EASEMENT shall be governed by the laws of the State of California, the Federal Endangered Species Act, andother applicable Federal laws.(b) Construction. Any general rule of construction to the contrary notwithstanding, this EASEMENT shall be construed in favor of the grant to effect the Conservation Purpose of this EASEMENT and the policy and purpose of California Civil Code section 815 et seq. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the purposes of this EASEMENT that would render the provision valid shall befavored over any interpretation that would render it invalid. (c) Severability. If any provision of this EASEMENT, or the application thereof to any person or circumstances, is found to be invalid, the remainder of the provisions of thisEASEMENT, or the application of such provision to persons or circumstances other than those as to which it is found to be invalid, as the case may be, shall not be affected thereby.(d) Entire Agreement. This instrument sets forth the entire agreement of the parties with respect to the EASEMENT and all exhibits 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) 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 personalrepresentatives, heirs, successors, and assigns and shall continue as servitude running in perpetuity with the Property.(g) Captions. The captions in this EASEMENT have been inserted solely for convenience of reference and are not a part of this EASEMENT and shall have no effect upon construction of interpretation.(h) Counterparts. The parties may execute this instrument in two or more counterparts, which shall, in the aggregate, be signed by both parties; each counterpart shall bedeemed an original instrument as against any party who has signed it. In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling.(i) Third-Party Beneficiary: GRANTOR and GRANTEE acknowledge that the SERVICE is a third party beneficiary of this EASEMENT with the right of access to the EASEMENT property and the right to enforce all of the provisions of this EASEMENT.IN WITNESS WHEREOF, GRANTOR and GRANTEE have entered into this EASEMENT the day and year first above written.Grantor: , LLC 9By: Grantee: “To Be Determined no later than as Describedin the Endowment Fund Deposit Agreement”.EntityBy: Name Title APPROVED AS TO FORM: XXXX, Assistant Regional SolicitorUnited States Department of the Interiorfor U.S. Fish and Wildlife ServiceExhibit A - Map of Conservation Easement AreaExhibit B - Legal Description of Conservation Easement AreaExhibit C - Management PlanExhibit D - Declaration of Trust