Agricultural Conservation Easement

Deed of Agricultural Conservation Easement

Agricultural Land Trust

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DEED OF AGRICULTURAL CONSERVATION EASEMENT

THIS DEED OF AGRICULTURAL CONSERVATION EASEMENT (the "Easement") is made by ("Grantor"), to , ("Grantee").

WITNESS THAT:

WHEREAS, Grantor is the owner in fee simple of that certain real property in County, California, comprising County of Assessor’s Parcel(s) No(s). , , and and more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Property"); and

WHEREAS, the Property possesses significant agricultural, open space and scenic values of great importance to Grantor, the people of County and the people of the State of California; and

WHEREAS, Grantor and Grantee intend that the Property be maintained in agricultural production by the maintenance of the agricultural values thereof and that the open space and scenic values of the Property be preserved by the continuation of the agricultural and ranching uses that have proven historically compatible with such values; and

WHEREAS, Grantor intends, as owner of the Property, to convey to Grantee the right to preserve and protect the agricultural, and to the extent consistent with agricultural values, the open space, and scenic values of the Property in perpetuity; and

WHEREAS, Grantee intends, by acceptance of the grant made hereby, forever to honor the intentions of Grantor to preserve and protect the agricultural, open space, and scenic values of the Property in perpetuity;

NOW, THEREFORE, for good and valuable consideration, in consideration of the mutual covenants, terms, conditions, and restrictions contained herein, and pursuant to the laws of the State of California including, inter-alia, sections 815-816 of the California Civil Code, Grantor does hereby voluntarily grant to Grantee an Agricultural Conservation Easement in gross in perpetuity over the Property of the nature and character and to the extent hereinafter set forth (the "Easement").

1. Purpose. It is the purpose of this Easement to enable the Property to remain in agricultural uses (as defined in Exhibit B, section 2), by preserving and protecting in perpetuity its agricultural values, character, use and utility, and by preventing any use or condition of the Property that would significantly impair or interfere with its agricultural values, character, use or utility. To the extent that the preservation of the open space and scenic values of the Property is consistent with such use, it is within the purpose of this Easement to protect those values.

2. Affirmative Rights and Interests Conveyed. To accomplish the purpose of this Easement, the following rights and interests are conveyed to Grantee by this Easement:

(a) To identify, to preserve and to protect in perpetuity the agricultural values, character, use and utility, including the agricultural productivity, vegetation, soil and water quality, and the open space and scenic values of the Property.

(b) To enter upon, inspect, observe, and study the Property for the purposes of monitoring uses and practices consistent with this Easement.

(c) To prevent any activity on or use of the Property that is inconsistent with the purpose of this Easement, and to require restoration of damaged areas.

(d) Subject to Grantor's consent, to erect and maintain a sign or other appropriate marker in a prominent location on the Property, visible from a public road, bearing information indicating that the Property is protected by Grantee.

3. Uses and Practices. Grantee and Grantor intend that this Easement shall confine the uses of the Property to agriculture, residential use associated with the agricultural use of the Property, and the other uses which are described herein.

4. Baseline Data. In order to establish the present condition of the Protected Values, Grantee has examined the Property and prepared a report (the "Baseline Documentation Report") containing an inventory of the Property's relevant features and conditions, its improvements and its natural resources (the "Baseline Data").

5. Reserved Rights. Grantor reserves to itself, and to its 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 prohibited herein and are not inconsistent with the purpose of this Easement.

6. Mediation. If a dispute arises between the parties concerning the consistency of any proposed use or activity with the purpose of this Easement, and Grantor agrees not to proceed with the use or activity pending resolution of the dispute, either party may refer the dispute to mediation by request made in writing upon the other.

7. Grantee's Remedies. If Grantee determines that Grantor is in violation of the terms of this Easement or that a violation is threatened, Grantee shall give written notice to Grantor of such violation and demand corrective action sufficient to cure the violation.

7.1 Costs of Enforcement. Any costs incurred by Grantee in enforcing the terms of this Easement against Grantor, including costs of suit and attorneys' fees, shall be borne by Grantor.

7.2 Grantee's Discretion. Any forbearance by Grantee to exercise its rights under this Easement shall not be deemed or construed to be a waiver.

7.3 Acts Beyond Grantor's Control. Nothing contained in this Easement shall be construed to entitle Grantee to bring any action against Grantor for injury resulting from causes beyond Grantor's control.

8. Costs and Taxes. Grantor retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep and maintenance of the Property.

9. Hold Harmless. Grantor shall hold harmless, indemnify, and defend Grantee and its directors, officers, employees, agents, and contractors from and against all liabilities, penalties, costs, losses, damages, expenses, causes of action, claims, demands, or judgments.

9.1 Grantee Not Operator. Nothing in this Easement shall be construed as giving any right or ability to Grantee to exercise physical or managerial control of the day to day operations of the Property.

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

11. Development Rights. The parties acknowledge that under currently applicable zoning regulations of the County of Marin the Property is so classified that upon receipt of required government approvals the Property could be developed to a density of up to single family residential dwelling units ("the Development Rights").

(a) Grantor retains one (1) of the Development Rights associated with the Property. The Development Right retained by Grantor shall apply and relate to the existing residential improvements on the Property, which consists of residences.

(b) The balance of the Development or similar rights associated with the Property are hereby extinguished.

(c) Neither Grantor nor Grantee shall use or receive the benefit from any increase in allowable development or similar rights associated with the Property resulting from future zoning changes or otherwise.

12. Conveyance of Separate Parcels; Merger. Grantor acknowledges that the Property currently consists of separate Assessor's parcels (numbers , and ).

(a) Grantor will apply for and pursue to completion an application to the County of for consolidation or merger of the parcels of the Property into one legal parcel.

(b) Whether or not the parcels are merged, Grantor and its successors in interest will not, without the prior written consent of Grantee, sell, alienate or convey any such parcels separately or apart from the other.

13. Extinguishment. If circumstances arise in the future such as render the purpose of this Easement impossible to accomplish, this Easement can only be terminated or extinguished, whether in whole or in part, by judicial proceedings in a court of competent jurisdiction.

14. Compensation. This Easement constitutes a real property interest immediately vested in Grantee. For the purpose of section 13, the parties stipulate that the Easement has a fair market value determined by multiplying (i) the fair market value of the Property by (ii) the ratio of the value of the Easement at the time of this grant to the value of the Property, unencumbered by the Easement, at the time of this grant.

For the purposes of this section, Grantor and Grantee agree that the ratio of the value of the Easement to the value of the Property unencumbered by the Easement is . This ratio shall remain constant.

15. Condemnation. Should all or part of the Property be taken in exercise of eminent domain by public, corporate, or other authority so as to abrogate the restrictions imposed by the Easement, Grantor and Grantee shall join in appropriate actions at the time of such taking to recover the full value of the taking and all incidental or direct damages resulting from the taking.

16. Assignment of Grantee's Interest. Grantee may assign its interest in this Easement only to a "qualified organization" within the meaning of section 170(h) of the Internal Revenue Code, as amended, or any successor provision, and which is authorized to acquire and hold conservation easements under California law.

17. Executory Limitation. If Grantee shall cease to exist for any reason, or to be a qualified organization under section 170(h) of the Internal Revenue Code, as amended, or to be authorized to acquire and hold conservation easements under California law, then Grantee’s rights and obligations under this Easement shall become immediately vested in the County of .

18. Amendment of Easement. This Easement may be amended only with the written consent of the Grantor and the Grantee.

19. Applicable Law. All uses, practices, specific improvements, construction or other activities permitted under this Easement shall be in accordance with applicable law and any permits or approvals required thereby.

20. General Provisions.

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

(b) Liberal Construction. Any general rule of construction to the contrary notwithstanding, this Easement shall be liberally construed in favor of the grant to effect the purpose of this Easement and the policy and purpose of the California Conservation Easement Act of 1979, as amended.

(c) Severability. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the purpose of this Easement that would render the provision valid shall be favored over any interpretation that would render it invalid.

(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, all of which are merged herein.

(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 Grantor 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 and shall continue as a servitude running in perpetuity with the Property.

(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) Future Conveyance. Grantor agrees that reference to this Easement will be made in any subsequent deed or other legal instrument by means of which Grantor conveys any interest in the Property (including but not limited to a leasehold interest).

(j) Not Governmental Approval. No provision of this Easement shall constitute governmental approval of any specific improvements, construction or other activities that may be permitted under this Easement.

IN WITNESS WHEREOF, Grantor has executed this Deed of Agricultural Conservation Easement this day of , .

[Notarization of Grantor's and Grantee’s signatures]