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HomeMy WebLinkAboutLOD202100022 DB 3340-466Instrument Control Number 020976 Commonwealth of Virginia Land Record Instruments Cover Sheet - Form A [ILS VLR Cover Sheet Agent 1.0.66) T Date of Instrument: A O Instrument Type: R E Number of Pamela Number of Peg" E City ❑County© P Lael Nanre [Russell ❑ ® [LET IT GO LLC QO [THE NATURE C l Grantee Address [1211912006 ] [DE [ 11 [ 37] (Albemarle Cc ] [John if I�I�II��IIVI�MIIIII�I�I�VIN�IINVIi��IIIBIIIIIIIINII Doc ID: 003193170038 Type: DEE Recorded: 12/20/2006 at 10:21:51 AM Fee Art: $0.00 Page 1 of 361 Albemarle County, VA Shelby Marshall Clerk Clrcult Court File# 200e-00020978 BK3340 PD466-503 ;E I[ 1 l ]f 1[ (Nam) [The Nature Conservancy (Address 1) [490 Westfield Road (Address 2) 1 (Box for Deed Stamp Only) o Name or Initial I sum. ][Trustee • Nam or Initial Some 1[ (City, Stab, 21p) [Charlottesville 1 [VA 1 122901 Consideration [0.00 ] Existing Debt[O.00 ] Assumption Balance [0.00 Prior lnstr. Recorded at: City ❑ County❑ [ ] Percent In this Jurts. l 1001 Book [ I Page [ ] Insir. No [ ] Parcel Identification No (PIN) [TAX MAP 123, PARCELS 17A, 17B, 26, 40A, 40B, AND 40C1 1 Tax Map Num. (if different than PIN) [TAX MAP 123, PARCELS 17A, 17B, 26, 40A, 408 AND 4OC1 ] Short Property Description [120.88 ACRES, STATE ROUTE 618 ] f t Current Property Address (Address 1) [576 JEFFERSON MILL LANE (Address 2) [ (city, state, zip) (SCOTTSVILLE Instrument Prepared by [George W. Barlow, III ] Recording Paid for by [Williams Mullen ] Return Recording to (Name) [Republic Title Services ] (Address 1) (409 Park Street ] (Address 2) [ ] (City, State, zip) (Chadottesv9k ](VA 1122902 1 Customer Case 10 [ ] [ ] 1 ] Cover Sheet Page # 1 of 2 Instrument Control Number Commonwealth of Virginia Land Record Instruments Continuation Cover Sheet Form B (ILS VLR Cover Sheet Agent 1.0.661 G G C Date of Instrument: [12119/2006 ] R R 0 Instrument Type: [DE ] IN N Number of Pamela ( 1 ] O E Number of Pages [ 371 E R E City ❑ County ® (Albemarle County I (Box for Deed Stamp Only) fill GrantorelGrantetolPareel Continuation False B P 4et Nsme FHt Neme YIddN Nana or lnitiel Sutra [THE NAMELESS ONE 1[ Il II [ 1[ 1[ I[ l 1l ][ ][ [ 1[ 1[ 11 [ 1[ II ][ [ 1[ 1[ I[ [ 1[ ][ ll ( 1f ll 11 Prior Instr. Recorded at: City n County ❑ ( 1 Percent. in this Jude. [ Book I I Page [ ] ]flow. No [ Parcel identification No (PIN) [ Tax Map Num. fit different than PIN) [ Short Property Description [ [ Current Property Address (Address 1) (Address 2) [ (City, State, zip) [ ] l ] 1 Cover Sheet Page g 2 of 2 020976 1 Note: Shia Conservation Easement has been drafted by Grantee as an accommodation to Grantor. Grantee does not represent the interests of Grantor. Grantee strongly advises Grantor to review this document with Grantor's attorney. Th& amumeat was prepared by: G,-v-W Oar/ow. /II, O/wus Alla my TheN hire Cm,sery y 490 Wesifield Rand Char1a11ese0le, Virginia 22901 Tax Map Parcel: Mao 123. Parcels 17A. 17B.26 40A 40B and40C1 CONSERVATION EASEMENT This DEED OF GIFT OF CONSERVATION EASEMENT ("Conservation Easement"), exempt from all recordation taxes pursuant to Virginia Code §§ 58.1-8I1(D) and (F), is made on this 19s' day of December, 2006, by JOHN E. RUSSELL, TRUSTEE OF THE HARDWARE RIVER LAND TRUST under a trust agreement June 28, 1998 ("Hardware River Land Trust"), to be indexed as Grantor, with an address of c% C. Wesley Reynolds, 26 Teatown Road, Croton -on -Hudson, New York, NY 10520, and LET IT GO, LLC, a Virginia limited liability company ("Let It Go"), to be indexed as Grant with an address of c% C. Wesley Reynolds, 26 Teatown Road, Croton -on - Hudson, New York, NY 10520, and THE NAMELESS ONE, LLC, a Virginia limited liability company ("Nameless One" and collectively together with the Hardware River Land Trust and Let It Go, "Grantor'), to be indexed as Grantor, with an address of c/o C. Wesley Reynolds, 26 Teatown Road, Croton -on -Hudson, New York, NY 10520, and THE NATURE CONSERVANCY, a non-profit corporation organized and existing under the laws of the District of Columbia ("Grantee"), to be indexed as Grantee, with a local address of 490 Westfield Road, Charlottesville, Virginia 22901. RECITALS: A. The Hardware River Land Trust is the sole owner in fee simple of the property legally described in Exhibit A, attached hereto and incorporated by this reference, which consists of 20.301 acres, more or less, located in the Scottsville Magisterial District, Albemarle County, Commonwealth of Virginia, and includes Tax Map 123 Parcel 40A, 40B, and 40C1 (the "Hardware River Trust Tracts'). B. Let It Go is the sole owner in fee simple of the property legally described in Exhibit B, attached hereto and incorporated by this reference, which consists of 66.655 acres, more or less, located in the Scottsville Magisterial District, Albemarle County, Commonwealth of Virginia, and includes Tax Map 123 Parcel 17B and 26 (the "Let It Go Tracts" and collectively together with the Hardware River Trust Tracts, the "Jefferson Mill Property'). C. Nameless One is the sole owner in fee simple of the property legally described in Exhibit C, attached hereto and incorporated by this reference, which consists of 120.88 acres, more or less, located in the Scottsville Magisterial District, Albemarle County, Commonwealth of Virginia, and includes Tax Map 123 Parcel 17A ("Last Resort Farm Property I% D. As used herein, the term "Property" shall refer collectively together to the Jefferson Mill Property and the Last Resort Farm Property, which consists of approximately 207.88 acres in the aggregate, more or less, located in the Scottsville Magisterial District, Albemarle County, Commonwealth of Virginia, as described hereinabove. E. Grantor and Grantee have the common purpose of conserving in perpetuity the Property's values as natural habitat and as open -space land in the public interest. F. The Commonwealth of Virginia has authorized the creation of conservation easements pursuant to the Virginia Conservation Easement Act, Virginia Code § 10.1-1009 et seq. (the "Conservation Easement Act'), and Grantor and Grantee wish to avail themselves of the provisions of that law. G. As required under §10.1-1010(E) of the Conservation Easement Act, the use of the Property for open -space land conforms to the County of Albemarle Comprehensive Plan 1996-2016 (the "Comprehensive Plan'), as more particularly set forth in this paragraph. The Open Space Resources section of the Comprehensive Plan identifies as its primary goal the protection of "the County's natural, scenic, and historic resources in the Rural Area and Development Areas" (p. 7). The Rural Areas Plan of the Albemarle County Comprehensive Plan adopted on March 2, 2005, states in its Introduction that; "Agricultural and forestal resources have been identified as the most critical County resources and the desired primary land use in the Rural Areas. Such uses play an important and long-standing role in the environment, heritage, and economy of the County. Loss of these resources to development is irreversible and irreplaceable. Stewardship of these resources also provides an opportunity to conserve and efficiently use other resources such as: (1) water resources (with use of properly conservation techniques); (2) natural, scenic, and historic resources with the maintenance of pasture land, farmland, and forested areas; and (3) fiscal resources by limiting development and lessening the need to provide public services to wide areas of the County"; and The Rural Areas Plan in its section titled "Guiding Principles For The Rural Areas" states the following "defining principles": "i) Agriculture - Protect Albemarle County's agricultural lands as a resource base for its agricultural industries and for related benefits they contribute towards the County's rural character, scenic quality, natural environment, and fiscal health. ii) Forestry resources - Protect Albemarle County's forests as a resource base for its forestry industries and watershed protection. iii) Land Preservation - Permanently preserve and protect Albemarle County's rural land as an essential and finite resource through public ownership or through conservation easements. iv) Land Conservation - Protect Albemarle County's rural land through planned management of open spaces to prevent exploitation, destruction, or neglect. v) Water supply resources - Protect the quality and supply of surface water and groundwater resources. vi) Natural resources - Preserve and manage the Rural Areas' natural resources in order to protect the environment and conserve resources for future use. vii) Scenic resources - Preserve the County's rural scenic resources as being essential to the County's character, economic vitality, and quality of life. viii) Historical archeological and cultural resources - Protect the Rural Areas' historic, archeological and cultural resources." The Rural Areas Plan further notes in its section titled "Land Preservation Or Voluntary Land Conservation" that: "Some landowners are willing to donate easements that protect important resources by eliminating development potential. The Virginia Outdoors Foundation and other organizations hold such easements." H. This Conservation Easement is intended to constitute a "qualified conservation contribution" as that term is defined in §170(h)(1) of the Internal Revenue Code (references to the Internal Revenue Code in this Conservation Easement shall be to the United States Internal Revenue Code of 1986, as amended, or the corresponding provisions of any subsequent Federal tax laws, and the applicable regulations and rulings issued thereunder) (the "IRC"), as more particularly described below. This Conservation Easement is intended to constitute "a restriction (granted in perpetuity) on the use which may be made of the real property," which is a "qualified real property interest" under § I70(h)(2)(C) of the IRC. J. Grantee is a "qualified organization" as defined in §170(h)(3) of the IRC, and Grantee is a qualified holder under the Conservation Easement Act, to -wit: Grantee is a national non-profit corporation exempt from taxation under §501(c)(3) of the IRC, organized and existing under the laws of the District of Columbia; Grantee has had a principal office in Virginia for more than five years; Grantee is organized and operated primarily for the purposes of protecting natural resources and the natural values of real property, especially the natural habitat of fish, wildlife, and plants. Grantee has the resources to enforce the restrictions in this Conservation Easement. K. This Conservation Easement is granted "exclusively for conservation purposes" under §170(h)(1)(C) of the IRC because it effects "the protection of a relatively natural habitat of fish, wildlife, or plants, or similar ecosystem" as provided under §170(h)(4)(A)(ii) of the IRC, as follows: 1) The Property is a significant natural area that qualifies as a "relatively natural habitat of fish, wildlife, or plants, or similar ecosystem." The Property contains approximately 5,800 linear feet of frontage along the Hardware River and 4,900 linear feet of frontage on tributaries to the Hardware River, The Hardware River is a tributary of the James River which flows into the Chesapeake Bay. As stated in the Chesapeake 2000 Agreement, signed by the Governor of Virginia and the Administrator of the U.S. Environmental Protection Agency, "[t)he Chesapeake Bay is North America's largest and most biologically diverse estuary, home to more than 3,600 species of plants, fish and animals." 2) This Conservation Easement protects the Hardware River, the James River and the Chesapeake Bay by, among other things, restricting development, construction, and commercial timbering activities on the Property, thus preventing excessive degradation of aquatic habitat. In particular, this Conservation Easement protects the habitat for aquatic species by (i) requiring riparian buffers along the Hardware River and its tributaries, which buffers trap sediments, filter run-off, prevent stream bank erosion, and generally protect and enhance water quality, and (ii) preventing certain development and uses of the Property, such as the creation of excessive impervious surfaces on the Property, that would increase runoff and pollution and materially impair the habitat for aquatic species in the James River and the Chesapeake Bay. 3) The terms of this Conservation Easement will protect the ecological values enumerated above by imposing use restrictions as specified herein that are more stringent than the zoning ordinance to wbich the Property is otherwise subject. L. In addition, this Conservation Easement is granted "exclusively for conservation purposes" under §170(h)(lXC) because it complies with the "open space" conservation purpose test under §170(hx4)(A)(iii) of the IRC. Specifically, the preservation of open space on the Property (i) is pursuant to clearly delineated state and local governmental conservation policies that indicate the type of property identified by representatives of the general public as worthy of preservation and (ii) will yield a significant public benefit. M. The general and specific open space conservation values of the Property and the clearly delineated governmental conservation policies pursuant to which this Conservation Easement preserves those values are described below: 1) The Property contains over 10,700 linear feet of frontage along the Hardware River and tributaries to the Hardware River, which flows into the James River and Chesapeake Bay. In the Chesapeake 2000 Agreement, the Governor of the Commonwealth of Virginia and the Administrator of the United States Environmental Protection Agency acknowledged 'that future development will be sustainable only if we protect our natural and rural resource land, limit impervious surfaces and concentrate new growth in existing population centers." A goal of the Chesapeake 2000 Agreement is to "expand the use of voluntary and market -based mechanisms such as easements... to protect and preserve natural resource lands." The Commonwealth of Virginia established the Virginia Water Quality Improvement Fund, §§10.1-2128 to 10.1-2134 of the Code of Virginia, in part to meet its commitments under the Chesapeake Bay Agreement. The Fund provides grants for projects including `the acquisition of conservation easements related to the protection of water quality and stream buffers." The 2002-2003 Biennial Report of the Virginia Land Conservation Foundation, dated January 2004, states that meeting Virginia's land conservation goals under the Chesapeake 2000 Agreement "requires the conservation of 432,535 acres by 2010 or 61,791 acres per year... Continued preservation activity by Virginia's land trusts will also advance progress toward the goals." (pp. 8- 9). 2) Protection of the Property's frontage an the Hardware River and its tributaries also is consistent with the purposes and policies of the Chesapeake Bay Preservation Act, §§10.1-2100 to 10.1-2116 of the Code of Virginia (the "Chesapeake Bay Preservation Act'), which establishes the Chesapeake Bay Local Assistance Board to promulgate regulations and criteria for land use controls to protect water quality in the Chesapeake Bay and its tributaries, including the James River, and Albemarle County's Water Protection Ordinance, voluntarily adopted by the County in 1991 pursuant to the Chesapeake Bay Preservation Act, which ordinance establishes stream buffers along many County streams in an effort to enhance the quality and health of local streams and rivers and help in the restoration of the Chesapeake Bay. 3) Albemarle County has specifically recognized the importance of the continued preservation of the Property as agricultural and forestiand by providing special assessment of the Property for real property tax purposes under Article Vlll of Chapter 15 of the Albemarle County Code, the ordinance providing for the special assessment of real estate devoted to agricultural, horticultural, forest, and open -space use "to encourage the preservation of rural lands and to relieve development pressures that might cause rural land conversion." (p. 98 of the Comprehensive Plan). 4) The preservation of the open -space conservation values of the Property as provided in this Conservation Easement is consistent with and furthers the governmental policies expressed in Appendix A.1 of the Albemarle County Code, which establishes Albemarle County's Acquisition of Conservation Easements Program (the "ACE Program"). The ACE Program is a funded program through which the County purchases from willing landowners easements protecting properties that are ranked according to various factors, including the importance of the conservation values of the properties. The criteria used to evaluate the conservation values of applicant properties are derived from the objectives and goals of the Comprehensive Plan, and as such they provide a clear expression of the type of property identified by representatives of the general public as worthy of preservation, the protection of which is likely to provide a significant public benefit. The Property would achieve a high score under the ACE Program ranking criteria due to its large size, its adjacency and proximity to other properties protected by open space easement, the threat of conversion of the Property to developed use, the Property's significant frontage on the Hardware River, and the riparian buffers mandated under this Conservation Easement. The Property's high score under the criteria of the ACE Program provides a strong indication that the Property is the type of property identified by representatives of the general public as worthy of preservation, and that the protection of the conservation values of the Property as provided in this Conservation Easement is likely to provide significant public benefits. 5) The terms of this Conservation Easement will protect the open space values enumerated above by imposing use restrictions that are more stringent than the zoning ordinance to which the Property is otherwise subject. N. Preservation of the open -space characteristics of the Property as provided in this Conservation Easement will yield the following significant public benefits, taking into consideration factors suggested in Treas. Reg. § 1.170A-14(d)(4)(iv)(A): 1) Existing and foreseeable development trends in the vicinity of the Property indicate that development pressure exists and can be expected to increase in the future. The Charlottesville/Albemarle area has a history of steady economic and population growth, which should continue into the foreseeable future. The Property is particularly susceptible to development because of its proximity to Charlottesville and Scottsville, and its rolling topography, scenic views, and existing interior road infrastructure. This Conservation Easement protects the Property from intensive residential and commercial development, particularly subdivision into as many as 31 residential parcels and the construction of roads, homes, and other structures on those parcels. Such intensive development would (i) impair the general open -space character of the Properly, (ii) degrade the forest that provides a buffer for the Hardware River and its tributaries, and (iii) cause excessive erosion, runoff, and pollution, degrading the water quality of the Hardware River, the James River, and the Chesapeake Bay. 2) As described above, the preservation of the open spare character of the Property is highly consistent with the criteria used to rank the conservation value of applicant parcels in the ACE Program, Albemarle County's legislatively mandated, funded program through which the County identifies particular parcels of land for protection for conservation purposes. 3) The Property abuts property protected by a conservation easement held by the Virginia Outdoors Foundation. In addition, there are several other properties in close proximity to the Property that are currently protected by conservation easements. 4) Because of the Property's susceptibility to much more intensive development than is allowed under this Conservation Easement, Grantee's opportunities to acquire equally desirable and valuable substitute easements are extremely limited. O. The characteristics and condition of the Property as of the date of this Conservation Easement, the Property's current uses, and the current state of improvements on the Property are described in a report prepared by Grantee for Grantor entitled "Baseline Report of Jefferson Mill/Last Resort Farm Conservation Easement," dated December 13, 2006 (the "Baseline Report"). Grantor and Grantee hereby acknowledge that the Baseline Report is a complete and accurate representation of the Property as of the date of this Conservation Easement. The Baseline Report contains a statement signed by Grantor and a representative of Grantee as required under Tress. Reg. § 1.170A-14(gx5)(i). The Baseline Report will be used by Grantor and Grantee to assure that any future changes in the use of the Property will be consistent with the terms of this Conservation Easement. However, the Baseline Report is not intended to preclude the use of other evidence to establish the present condition of the Property if there is a controversy over its use. NOW, THEREFORE, Grantor, for and in consideration of the facts recited above and of the mutual covenants, terms, conditions and restrictions contained herein and as an absolute and unconditional gift, hereby gives, grants and conveys unto Grantee a Conservation Easement in perpetuity over the Property of the nature and character as follows: 1. PURPOSES. The purposes of this Conservation Easement are as follows: to ensure that the Property will be retained forever predominantly in its natural and scenic condition; to protect water quality within the James River watershed; to protect native plants, animals, or plant communities on the Property; to prevent any use of the Property that will significantly impair or interfere with the conservation values of the Property described above, while allowing for traditional uses on the Property that are compatible with and not destructive of the conservation values of the Property, such as farming of existing pastures and fields, limited residential use, forest management, hunting, recreation, and fishing. Grantor will not knowingly perform, nor knowingly allow others to perform, any act on or affecting the Property that is inconsistent with the purposes of this Conservation Easement. Nothing in this Conservation Easement shall require Grantor to take any action to restore the condition of the Property after any act of God or other event over which Grantor had no control. Grantor understands that nothing in this Conservation Easement relieves them of any obligation or restriction on the use of the Property imposed by law. Grantor and Grantee acknowledge and agree that actions taken to comply with applicable laws shall not constitute a breach or default of the terms, covenants, conditions and/or restriction of the Conservation Easement by Grantor. 2. PROPERTY USES. Any activity on or use of the Property inconsistent with the purposes of this Conservation Easement is prohibited. Without limiting the generality of the foregoing, the following is a listing of activities and uses which are expressly prohibited or which are expressly allowed. The Conservation Easement divides the Property into four areas: Building Envelopes, Agricultural Areas, Forested Areas and Buffer Areas, which areas are depicted in Exhibit D. Grantee has determined that the activities and uses allowed in each defined area and the additional retained rights of Grantor set forth in Paragraph 4 below do not impair the conservation values of the Property and are expressly deemed consistent with the purposes of this Conservation Easement. 2.1 Subdivision. (a) The property shall not be further divided or subdivided. Provided, however that the transfer or conveyance of either Last Resort Farm or the Jefferson Mill Property to a third party shall not be considered a subdivision of the Property. Any parcel transferred or conveyed shall remain subject to the terms of this Conservation Easement. (b) Boundary line adjustments with adjoining parcels of land are permitted and shall not be considered prohibited divisions of the Property, provided that any portion of the Property so conveyed shall remain subject to the terns of this Conservation Easement, and at least one of the following conditions is met: (i) The entire adjacent parcel is subject to an existing, recorded conservation easement held by Grantee, provided that Grantee is notified in writing prior to the completion of any such boundary line adjustment; or (ii) The proposed boundary line adjustment is reviewed and approved in advance by Grantee, such approval not to be unreasonably withheld, conditioned or delayed. 2.2 Footprint of Improvements. The Footprint of improvements on the Jefferson Mill Property shall not exceed fifteen thousand (15,000) square feet and the Footprint of Improvements on Last Resort Farm shall not exceed twenty-two thousand (22,000) square feet. Grantee may permit the construction of Improvements exceeding the Footprint imposed under this paragraph provided that Grantor mitigates for the effects of any Improvements exceeding such limit in accordance with a written mitigation plan approved in advance in writing by Grantee. Mitigation shall include, but not be limited to, stormwater capture and infiltration in the immediate vicinity of Improvements that exceed this limitation. 2.3 Building Envelopes (a) Building Envelopes are areas in which Grantor has the right to construct or maintain Improvements subject to the limitation contained in Paragraph 2.2 without the further consent of Grantee, including the right to build Residences and associated appurtenances such as lawns, gardens and other similar permeable appurtenances (which do not constitute a portion of the Footprint otherwise allocable as Improvements or Residences). (b) There shall be no more than four (4) Building Envelopes located on the Jefferson Mill Property. The collective acreage of the Jefferson Mill Property covered by or contained within the permitted Building Envelopes shall not exceed seven (7) acres. Two (2) Building Envelopes associated with existing Residences shall be deemed to exist as of the date of this Conservation Easement. Of the two existing Building Envelopes, one shall not exceed three (3) acres in size, and one shall not exceed two (2) acres in size. Grantor shall have the right to distribute the remaining two (2) acres of Building Envelope into no more than two (2) additional Building Envelopes after the date of this Conservation Easement. (c) There shall be no more than five (5) Building Envelopes located on Last Resort Farm. The collective acreage of Last Resort Farm covered by or contained within the permitted Building Envelopes shall not exceed nine (9) acres. Two (2) Building Envelopes associated with existing Residences shall be deemed to exist as of the date of this Conservation Easement. Of the two existing Building Envelopes, one shall not exceed three (3) acres in size, and one shall not exceed two (2) acres in size. Grantor shall have the right to distribute the remaining four (4) acres of Building Envelope into no more than three (3) additional Building Envelopes after the date of this Conservation Easement. One (1) Building Envelope not to exceed one (1) acre in size is permitted in the Forested Area. All other Building Envelopes shall be located in the Agricultural Area. (d) Grantor shall have the right to engage in the following activities within the Building Envelopes: (i) Construct and maintain Improvements. All Residences must be constructed or maintained within the Building Envelopes. (ii) Engage in activities permitted in Agricultural Areas. (iii) Disturb the soil, including but not limited to excavation. (iv) Conduct a home business in the Residence of a person residing on the Property in accordance with applicable laws, regulations and ordinances, provided that the home business does not directly harm the conservation values protected by this Conservation Easement. (v) Conduct or allow Grantor's designee to conduct and operate a carpenters shop in a portion of the existing guest house or other Improvements situated on or about the Jefferson Mill Property from time to time, in accordance with applicable laws, regulations and ordinances, provided that the operation does not directly harm the conservation values protected by this Conservation Easement. (e) Building Envelopes shall be configured in a manner that can be easily located on the ground and shall be located in a manner that causes minimal disturbance as practicable to the conservation values of the Property. Grantee must consent to the location and configuration of the Building Envelopes prior to construction of Improvements within the Building Envelopes. (0 Outside the Building Envelopes, Grantor may construct Improvements or expand existing Improvements only with the written consent of Grantee prior to construction. 2.4 Anricultural Areas. Grantor shall have the right, for commercial purposes or otherwise, to engage in agricultural activities only in Agricultural Areas and/or within Building Envelopes. (a) Agricultural activities shall include the right to: (i) Breed, raise, keep and pasture livestock; (ii) Breed and raise bees, poultry and other fowl; 10 (iii) Plant, raise and harvest crops, including vegetable, herb and Flower gardens, and orchards; (iv) Perform primary processing and storage of crops and products harvested and produced principally on the Property; (v) Board and keep horses for use by Grantee and others; (vi) Lease portions of the Property to others engaging in an approved agricultural use; (vii) Engage in silvicultural practices; (viii) Extract surface and subsurface water necessary to accommodate permitted activities; (ix) Ride and permit others to ride horses and use motorized vehicles; (x) Employ conservation measures approved by any governmental authority and install agricultural BMPs to protect environmental quality as new techniques and technologies are developed; and (xi) Construct Roads and install associated culverts necessary to accommodate permitted Improvements. The surface of Roads shall be no more than fifteen (15) feet in width, and an area of no more than thirty (30) feet in width may be cleared of natural vegetation in the construction of Roads. Any culverts shall be within the thirty (30) foot cleared area unless Grantee has consented in writing in advance. Culverts shall not be included when calculating the surface width of any Roads. Land cleared in the construction of the Road (excluding the road itself) shall be re- forested or re -vegetated as soon as possible following construction. (xii) Install Utilities necessary to accommodate permitted Improvements on the Property except that there shall be no new underground fuel tanks. (b) These rights shall be subject to the following limitations: (i) Grantor may only plant, raise, and harvest fruit trees or vines for commercial purposes pursuant to an Agriculture Management Plan, to be updated at least every (10) years. (ii) Grantor may breed, raise, or pasture cattle, horses, sheep, and goats provided that the density of animals does not exceed one (1) It Animal Unit for three (3) acres of Agricultural Areas. If the number of animals per acre exceeds one (1) Animal Unit per three (3) acres, Grantor may only graze and pasture the above referenced domestic animals pursuant to a Grazing Plan, to be updated at least every ten (10) years. The allowance of additional species of pastured domestic animals on the Property is at the discretion of Grantee and requires prior written consent of Grantee. (iii) Grantor may breed, raise, and pasture swine, dairy cattle, poultry and fowl provided that the numbers of such animals on the Property shall not constitute the operation of a Hog Farm, Dairy Operation, or Poultry House. 2.5 Forested Areas. (a) Protection of Forested Areas. In order to maintain the unfragmented condition and natural habitat of the Forested Areas, the existing forested acreage (to the extent it is not located within the specified area of any Building Envelope) shall remain forested, and shall be excluded from livestock usage except as otherwise permitted herein. (b) Forest Management Activities. Grantor reserves the right to conduct forest management activities in Forested Areas, for commercial purposes or otherwise, provided that such forest management follows a Forest Management Plan and is conducted under the supervision of a professional forester or Grantee. Forest management includes all activities related to the establishment, growth, maintenance, cutting, destruction and removal (including the use of biocides) of trees, shrubs, or plants on the Property and primary processing of trees, shrubs, or plants harvested on the Properly. Grantee reserves the right to waive, in writing, the required Forest Management Plan or portions thereof if Grantee determines that the proposed forest management activity does not warrant development of a complete plan. (c) Permitted Activities. Notwithstanding the foregoing, Grantor shall have the right to engage in the following activities within the Forested Areas created under this paragraph without a Forest Management Plan: (i) Immaterial harvesting of timber solely to provide firewood for Residences allowed on the Property; (ii) Cuffing of emergency firebreaks; (iii) Removal of Invasive Plants; (iv) Removal of dead or diseased trees that pose a safety hazard; 12 (v) Cutting and removal of trees, shrubs or plants to accommodate the activities expressly permitted under this Conservation Easement; (vi) Travel along Trails in electrical carts or other environmentally friendly motorized vehicles as reasonably approved by Grantee; and (vii) Cutting vegetation in three (3) locations (shown on Exhibit D to maintain these as cleared areas. (d) Forest Management Objectives, All forest management activities undertaken on the Properly, including the provisions of the written Forest Management Plan, shall be guided by the following objectives: (i) Maintain biological diversity, native plant and animal species, and the ecological processes that support them. (ii) Promote the recruitment and retention of a forest canopy and understory of native tree species and species composition (Le., forest community type) that is likely to occur on the site under natural biological and physiological processes. (iii) Maintain soil productivity and prevent erosion. (iv) Enhance and protect water quality. (v) Prevent and/or control the infestation of Invasive Plants and Invasive Animals that threaten the health of the forest. (e) Forest Management Plan Approval. As a condition to exercising its reserved right to conduct forest management activities other than as permitted under Paragraph 2.5(c), Grantor shall submit the Forest Management Plan to Grantee for review and approval as to compliance with the terms of the Conservation Easement. Prior to the development of such plan, Grantor and Grantee shall meet to share information relevant to the planning process. Upon receiving Grantor's Forest Management Plan, Grantee shall have ninety (90) days to complete its review. These requirements, including Grantee's review and approval, shall also apply to the periodic updates to the Forest Management Plan. Such approvals shall not be unreasonably withheld, conditioned, or delayed. Forest management activities are prohibited unless conducted in accordance with a valid Forest Management Plan. (f) Updates to the Forest Management Plan. The Forest Management Plan shall remain valid for ten (10) years from the date of approval by Grantee. The Forest Management Plan may be updated, with each updated plan also covering a period of ten (10) years. Interim updates to the Forest Management Plan are 13 permitted to address a specific land or forest management concern. 10-Year or interim updates shall be subject to approval under the provisions of Paragraph 2.5(e). (g) Harvesting Restrictions. The following harvesting restrictions apply to the Property: (i) Highgrading harvest practices are prohibited. (ii) The harvesting of timber is prohibited from April 15 to May 30 to prevent excessive damage to standing timber and to protect nesting birds. (iii) A Harvest Plan must be submitted to Grantee for its approval at least thirty (30) days prior to any harvest of timber in the Forested Areas. No commercial forest management activity may occur until the Forest Management Plan and a more specific Harvest Plan have been approved by Grantee. Grantee reserves the right to waive, in writing, the required Harvest Plan, if, in consultation with Grantor, it determines that the proposed harvest of timber is de minimus. (iv) Grantee's approval of the Harvest Plan shall not be unreasonably withheld, but may be withheld or conditioned if prescribed actions may compromise the conservation values of the Property, or if it does not adequately address all required items listed above or other issues pertinent to the intent of this Conservation Easement. (v) All forest management and harvesting activities on the Property must meet or exceed currently accepted silvicultural best management practices, as set forth in "Virginia's Forestry Best Management Practices for Water Quality (Virginia Department of Forestry, 2002)" and its successors. (h) New good s. Grantor shall have the right to construct new Roads and install associated bridges and culverts. The construction of Roads and associated bridges and culverts in the Forested Areas requires the written consent of Grantee not to unreasonably withheld, or must be contained in an approved Forest Management Plan and must meet or exceed silvicultural best management practices, as set forth in "Virginia's Forestry Best Management Practices for Water Quality (Virginia Department of Forestry, 2002)" and its successors. (i) New Utilities. Grantor shall have the right to install Utilities necessary to accommodate permitted improvements on the Property except that there shall he no new underground fuel tanks on the Property. The construction of Utilities in the Forested Areas requires the written consent of Grantee, not to be unreasonably 14 withheld. Utilities shall be located in a manner that causes minimal disturbance as practicable to the conservation values of the Property. 0) Motorized vehicles are prohibited in the Forested Areas except on permitted Roads or pursuant to an approved Harvest Plan, except with respect to travel along Trails in electrical carts or other environmentally friendly motorized vehicles as reasonably approved by Grantee. 2.6 Buffer Areas. (a) In order to protect aquatic habitats and water quality, within the Buffer Areas, then: shall be: (i) No constructing or placing of any Improvements. Existing Improvements and Constructed Features, if any, which exist within the Buffer Areas as of the date of execution of this Conservation Easement may be maintained, repaired and replaced, but not enlarged. (ii) No constructing or placing of any Roads, Trails, or Utilities. Roads, Trails, or Utilities existing in the Buffer Areas as of the date of this Conservation Easement may be maintained or repaired, but not enlarged. (iii) No livestock. If livestock are kept or maintained on the Property, they shall be excluded from the Buffer Areas by fencing to be installed and maintained by Grantor. Grantor shall have a twelve (12) month grace period commencing on the date this Conservation Easement is recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia to remove existing livestock from the Buffer Areas. (iv) No removal, destruction, or cutting of trees, shrubs, or plants. (v) No use of fertilizers. (vi) No use of biocides. (vii) Motorized vehicles are prohibited within Buffer Areas except on permitted Roads or as expressly permitted herein. (b) Notwithstanding the foregoing, the following activities are permitted within the Buffer Areas: (i) Grantor shall have the right to construct docks, and storage or changing structures located along the banks of the Hardware 15 River, subject to the written consent of Grantee prior to the construction and installation thereof, such approval not to be unreasonably withheld, conditioned or delayed, and thereafter such approved structures may be maintained, repaired and replaced, but not enlarged. (ii) Grantor shall have the right to cut vegetation in existing cleared areas along the river as shown in Exhibit D and the Baseline Report to maintain these as cleared areas or river access points. Clearing of vegetation to create new access points requires prior written consent of Grantee. (iii) Grantor shall have the right to construct Roads or Trails in the Buffer Areas to access the structures permitted under Paragraph 2.6(bxi) and/or to access cleared areas permitted under Paragraph 2.6(bxii), subject to the written consent of Grantee prior to the construction and installation thereof, such approval not to be unreasonably withheld, conditioned or delayed, and thereafter such approved Roads or Trails in the Buffer Areas may be maintained, repaired and replaced, but not enlarged. (iv) Grantor shall have the right to conduct twice yearly burning, mowing or haying provided such burning, mowing or haying (A) is in a designated area of the Buffer Areas as shown on Exhibit D, (B) is conducted between August I and the end of the growing season, (C) leaves a grass height of at least six (6) inches if mowed or hayed; and (D) trees four (4) inches in diameter or greater at breast height are preserved. If native trees or shrubs are planted in the Buffer Areas after the date of this Conservation Easement, Grantor must conduct mowing and/or haying operations so as to avoid cutting or otherwise damaging plantings. (v) Grantor shall have the right to remove Invasive Plants and Invasive Animals and shall have the right to use biocides in these efforts. 2.7 General Recuirements. The following requirements apply to all activities and uses of the Property unless an exception is specifically provided. (a) Existing Improvements and Constructed Features. Grantor shall have the right to maintain, remodel, and repair Existing Improvements and Constructed Features on the Property (as described and detailed in the Baseline Report), and in the event of their destruction, to reconstruct any such Existing Improvement or Constructed Feature with another of similar size, function, capacity, location and material. 16 (b) Udlities. Grantor may not consent to the construction or placement of Utilities on the Property that serve entities and/or users located off the Property (a communications tower for example) without the prior written consent of Grantee. Grantee's consent shall only be granted if the construction or placement of such Utilities would not undermine the conservation values of the Property or would produce a smaller impact than if those Utilities were located on an adjoining or nearby property. (c) Trails. Grantor shall have the right to construct Trails on the Property of reasonable extent to provide non -motorized access to areas of the Property and/or to accommodate recreational activities and to allow travel along such Trails in electrical carts or other environmentally friendly motorized vehicles as reasonably approved by Grantee. Trails shall be no more than four (4) feet in width and shall be either unimproved paths or shall be constructed of permeable materials. (d) Recreational Uses. Grantor shall have the right to engage in and permit others to engage in recreational uses of the Property, including, without limitation, hunting, fishing, hiking, biking and equestrian activities that require no surface alteration or other development of the land, do not harm riparian or aquatic habitats, or which occur on or within Improvements permitted under Paragraph 2.2, Roads permitted under Paragraph 2.4(axxi) and Paragraph 2.5(h), and/or Trails permitted under Paragraph 2.7(c). Pursuit of wildlife by any form of motorized transportation is not allowed. In order to qualify this Conservation Easement for treatment under Internal Revenue Code Section 2031(cxg)(B) any use of the Property for more than a de minimis use for a commercial recreational activity is prohibited. (e) Commercial Use and Development. Unless otherwise provided for herein, any commercial or industrial use of, or activity on, the Property is prohibited. (f) Invasive Plants and Invasive Animals. Grantor may not intentionally introduce Invasive Plants or Invasive Animals to the Property or water bodies occurring on the Property, except with respect to Invasive Plants located within areas of Building Envelopes containing lawns, non-commercial vegetable, herb and flower gardens, non-commercial orchards, or other similar permeable appurtenances; provided, however, that Grantee may give consent for such introduction to address a defined land management concern, such as short-term erosion mitigation using annual grasses. (g) Land Disturbance. Except as necessary to accommodate the activities permitted under this Conservation Easement, there shall be no change in the topography of the Property, or disturbance of the soil in any manner. In no event shall mining or hydrocarbon extraction be permitted on the Property. (h) Water Management. Except as necessary to accommodate the activities expressly permitted under this Conservation Easement, there shall be no 17 alteration, pollution, or extraction of surface or subsurface water, including wetlands. (i) No Dumoine. There shall be no dumping of trash, garbage, or other unsightly or offensive material, hazardous substances, or toxic waste on the Property. Nothing in this Paragraph shall prevent the storage (in reasonable quantities, solely for use on the Property) and use of hazardous materials for agricultural and domestic purposes, the creation of brush piles, composting, or the storage of operable farm machinery, organic matter, agricultural products or byproducts as long as such practices are conducted in accordance with applicable laws and regulations. Q) Animal Control. Grantor shall have the right to control, destroy, or trap predatory and problem animals which pose a material threat to livestock, humans, and/or property or constitute household vermin. Except with respect to household vermin and other small animals that cannot be practically controlled by selective methods, Grantor shall remove problem animals using methods selective and specific to individual animals, rather than broadcast, nonselective methods. (k) Ecological Restoration Activities. If Grantee reasonably determines that such activities are consistent with the purposes of this Conservation Easement, Grantee may, subject in any event to Grantor's prior written consent, engage, and permit others to engage, in restoration activities, pertaining to, without limitation, wetlands, stream banks, riparian areas, Invasive Plant infestations, or fire regime. (1) Sigme. No signs or billboards or other advertising displays are allowed on the Property, except that signs whose placement, number and design do not significantly diminish the scenic character of the Property may be displayed to state the name and address of the Property and the names of persons living on the Property, to advertise or regulate permitted on -site activities, to advertise the Property for sale or rent, and to post the Property to control unauthorized entry or use. (m) Outdoor Lighting. Outdoor lighting is permitted provided (i) it is placed no more than twenty (20) feet high, except when used to illuminate porches, verandas and other exterior areas of any Improvements that are located more than twenty (20) feet high in which case such lighting shall be pemtitted in these locations, (ii) it is located in Building Envelopes, Agricultural Areas, or along Roads, and (iii) all lamps other than moderate intensity porch lights are fully shielded, such that all light emitted by the fixture is directed toward the ground. Use of mercury vapor lights is prohibited. 2.8 Consent. (a) For those activities that require the consent of Grantee, Grantor shall submit plans to Grantee for its review. The plans shall be sufficiently detailed to 18 allow Grantee to fully evaluate the activity's conformance to the Conservation Easement, including but not necessarily limited to location and size of the proposed Improvements or Constructed Features. No activity requiring consent may take place until Grantee reviews and approves the plans. The plans will be deemed approved unless Grantee objects in writing, within thirty (30) days of receipt of complete plans, setting forth with specificity Grantee's grounds for objections. Grantee agrees that if the activity is consistent with the terms and provisions of this Conservation Easement, Grantee's approval shall not be unreasonably withheld, conditioned, or delayed. (b) The following paragraphs contain activities that require the reasonable consent of Grantee: (i) Paragraph 2.3(e) — location and configuration of Building Envelopes; (ii) Paragraph 2.3(t) — construction and expansion of Improvements outside Building Envelopes; (iii) Paragraph 2.4(b)(ii) — allowance of pastured domestic animals other than cattle, horses, sheep, and goats; (iv) Paragraph 2.5(h) - construction of Roads and associated bridges and culverts in the Forested Areas; (v) Paragraph 2.5(i) - construction of Utilities in the Forested Areas (vi) Paragraph 2.6(b)(i) - construction of docks and storage or changing structures along the river in Buffer Areas; (vii) Paragraph 2.6(b)(ii) — cutting of vegetation along the river to create river access points; (viii) Paragraph 2.6(b)(iii) — construction of Roads or Trails in Buffer Areas; (ix) Paragraph 2.7(b) - construction of Utilities that serve users located off the Property; and (viii) Paragraph 2.7(f) - introduction of Invasive Plants. 2.9 Density. Neither the Property nor any portion of it shall be included as part of the gross area of other property not subject to this Conservation Easement for the purposes of determining density, lot coverage, or open space requirements under otherwise applicable laws, regulations or ordinances controlling land use and building density. No development rights that have been encumbered or 19 extinguished by this Conservation Easement shall be transferred to any other lands pursuant to a transferable development rights scheme, cluster development arrangement or otherwise; provided, however, that with prior written permission of Grantee, this paragraph shall not preclude such transfer of development rights resulting from the destruction or demolition of any existing residential building on the Property. 3. DEFINITIONS. As used in this Conservation Easement A. Agricultural Areas — Those existing agricultural fields on the Property as shown in Exhibit , and as described and depicted graphically in the Baseline Report and any alterations in the area thereof, as agreed to in writing by Grantor and Grantee. B. Agriculture Management Plan — A plan written to cover a period of ten (10) years designed to protect soil stability, water quality, and other conservation values of the Property, including but not limited to an integrated chemical management plan, that is prepared by an agriculture management specialist and approved by Grantee. C. Animal Unit — An Animal Unit ("AU") equals 1,000 pounds of animal body weight. For purposes of this Conservation Easement, the following Animal Units shall apply to grazing animals: adult beef cattle: 1.0 AU; calves: 0.5 AU; adult horses: 1.5 AU; colts (< 2 years): 0.5 AU; sheep: 0.2 AU; goats: 0.2 AU. D. Buffer Areas — Those areas of the Property located within one hundred (100) feet of the Hardware River and all permanent and intermittent streams as measured from the edge of the stream or feature under normal conditions; and additional designated areas of the Property with special conservation significance. The extent and location of Buffer Areas are shown in Exhibit D and are described and depicted graphically in the Baseline Report. Buffer Areas may be expanded as agreed to in writing by the Grantor and Grantee. E. Building Envelopes — Those areas as shown in Exhibit D and as described and depicted graphically in the Baseline Report, which areas can be relocated as agreed to in writing by Grantor and Grantee, in which Grantor retains specific rights as more fully described in this Conservation Easement, including the right to construct Improvements (defined below). F. Dairy Operation - An enclosed structure or area that regularly houses more than six (6) head of adult dairy cattle. G. Existing Improvements and Constructed Features — Those existing structures, facilities, header dams, Utilities (defined below), Roads (defined below), Trails (defined below), and other man-made additions to the natural 20 environment located on the Property as of the date of this Conservation Easement and described and depicted in the Baseline Report. H. Footprint -- The ground area, as measured in square feet, covered or overhung by an Improvement (defined below), including any area covered by an overhanging roof or attached patio, deck, or porch. 1. Forest Management Plan - A plan prepared by Grantee or professional forester reasonably approved by Grantee written to cover a period of ten (10) years and including, as a minimum: (1) A statement of Grantor's forest management goals and objectives (2) A forest type map showing predominant topographic and hydrographic features, forest stands, existing Roads, the approximate location of future Roads such as they might be anticipated at the time the Forest Management Plan is written, other Improvements, scale, and north avow; (3) Forest stand descriptions and locations at a forest stand level suitable for guiding forest management pursuant to this Conservation Easement including species composition, stocking levels, site classes, age classes or age class structure, and volumes and, where available, soil types; (4) A detailed description of management actions to be employed to accomplish each of the forest management objectives stated (as enumerated in Paragraph 2.5(d); (5) If timber harvest is planned or anticipated during the term of the Forest Management Plan, a discussion of the pre -harvest planning process that includes, but is not limited to: (a) A description of the silvicultural goals and options to be used, by forest type; (b) If the harvest is a regeneration cut, regeneration standards to be followed, by forest type; (c) The methodology for determining the appropriate silvicultural prescription for harvesting/silvicultural activity to be conducted; and (d) Strategies to identify and conserve threatened or endangered species, unique habitats, cultural and M archaeological sites, and forested wetland and streamside buffers, including a description and snap of such features. J. Forested Areas —Those forested or wooded areas of the Property as shown in Exhibit D and as described and depicted in the Baseline Report and any alterations in the area thereof, as agreed to in writing by Grantor and Grantee. K. Grazing Plan — A plan written to cover a period of ten (10) years designed to ensure the maintenance of a good quality mix of grasses, while protecting soil stability, water quality and other conservation values of the Property, prepared by the Natural Resources Conservation Service (or its successors) or other pasture management specialist, and approved by Grantee. L. Harvest Plan — A plan approved by Grantee prior to the removal of timber from the Property that includes the following: (1) A statement signed by the forester preparing the Harvest Plan acknowledging that management activities follow the terms of this Conservation Easement and the Forest Management Plan and will be supervised by the forester; (2) Description of access to proposed timber sale area and any constraints to that access; (3) Descriptive map(s) of all management areas, including logging deck(s), skid trails, Roads, streams, Buffer Areas, stream crossings, and areas of special concern; (4) Timber inventory in targeted management areas with volume, stocking, and species data, and projected yields. Inventory may be estimated or omitted with prior approval of Grantee in cases where it is not deemed necessary (such as precommercial thinning). (5) An inventory and description of protection methods for rare, threatened or endangered species and other unique natural, geological or historic resources in targeted management areas which may require special treatment; (6) A smoke management plan if fire is to be prescribed; (7) Aesthetic and recreational considerations including impacts on views from public roads. (8) Plan for post -cutting treatments, including the re -vegetation of skid Roads and logging decks with non -Invasive Plant seed mixes. 22 M. Highgrading - A timber harvest practice that results in the removal of only certain species of trees above a certain size or of high value, leaving residual stands composed of trees of poor condition or species composition, through which the forest may become depleted over time of the best genetic growing stock. N. Hog Farm - An enclosed structure or area that regularly houses more than four (4) head of swine older than six (6) weeks. O. Improvements - Improvements consist of any building, structure, or man- made addition to the Property, including but not limited to Residences (defined below), out -buildings, sheds, barns, tree -houses, house and office trailers, tennis and other recreation courts, and swimming pools placed, built, or constructed on the Property. For the purposes of this definition, Improvements do not include Roads (defined below), Trails (defined below), Utilities (defined below), fences, signs, or movable items not affixed to real estate that have a de minimis impact on ground area. P. Invasive Animals - Animals, including pests and pathogens, identified on the most current list promulgated by the Commonwealth of Virginia or the federal government, which Grantee shall notify Grantor is the list that shall be binding on Grantor for purposes of this Conservation Easement. Q. Invasive Plants - Plants included on the most current list of Virginia Department of Conservation and Recreation's "Invasive Alien Plant Species of Virginia" or, if such list ceases to be published, a similar list promulgated by the Commonwealth of Virginia or the federal government, which Grantee shall notify Grantor is the list that shall be binding on Grantor for purposes of this Conservation Easement. For purposes of this definition, Invasive Plants do not include the following: tall fescue, timothy grass, and orchard grass R. Poultry House - An enclosed structure or area that regularly houses more than one hundred (100) head of poultry or fowl greater than one (1) month old. S. Residence - An Improvement used for human habitation regardless of the number of days per year inhabited; a dwelling. T. Roads - Those access roads, driveways, or improved paths used to provide access to and within the Property by motorized and non -motorized means. The locations of existing Roads are shown in Exhibit D and described and depicted graphically in the Baseline Report. U. Trails - Those trails and paths used to provide access to and within the Property by non -motorized means only (except for electrical carts or other environmentally friendly motorized vehicles as reasonably approved by Grantee). The locations of existing Trails are described and depicted graphically in the Baseline Report. 23 V. Utilities — Those structures or facilities necessary to supply power, water, sewage disposal, and other amenities. Utilities include but are not necessarily limited to power lines, poles, personal wind turbines, and associated electrical hardware; underground heating and cooling systems; water wells and associated distribution lines; septic tanks, septic fields, and distribution boxes; antennas, satellite dishes, and cable lines. 4. ADDITIONAL RIGHTS RETAINED BY GRANTOR. Grantor retains the following additional rights: 4.1 Existing Uses. The right to undertake or continue any activity or use of the Property not prohibited by this Conservation Easement. Prior to making any material change in use of the Property, Grantor shall notify Grantee in writing to allow Grantee a reasonable opportunity to determine whether such change would violate the terms of this Conservation Easement. 4.2 Transfer. The right to sell, give, mortgage, lease, or otherwise convey all or, subject to Paragraph 2.1 hereof, a portion of the Property subject to the terms of this Conservation Easement. 5. GRANTEE'S RIGHTS. To accomplish the purpose of this Conservation Easement, the following rights are granted to Grantee by this Conservation Easement: 5.1 Right to Enforce. The right to preserve and protect the conservation values of the Property and enforce the terms of this Conservation Easement. 5.2 Right of Entrv. The right of Grantee's staff, contractors and associated natural resource management professionals to enter the Property after prior reasonable written notice to Grantor, for the purposes of (i) Inspecting the Property to determine if Grantor is complying with the covenants and purposes of this Conservation Easement; (ii) Monitoring and research as described below; (iii) Management of Invasive Plants and Invasive Animals as described below; and (iv) Enforcing the terms of this Conservation Easement. Prior written notice is not required if Grantee is entering upon the Property because of an ongoing or imminent violation that could, in the reasonable discretion of Grantee, substantially diminish or impair the conservation values of the Property, as described in Paragraph 8 herein. Such right of entry shall include the permanent right to cross other lands of Grantor for access to the Property. 24 5.3 Monitoring and Research. The right, but not the obligation, to monitor the plant and wildlife populations, plant communities and natural habitats on the Property. Grantor shall cooperate with Grantee in establishing, at no expense to Grantor, a written monitoring and research plan to direct the monitoring of and research on plant and wildlife populations, plant communities and natural habitats on the Property. Grantor agrees that all monitoring activity, natural resource inventory and assessment work or other natural resource research, conducted by Grantor or others, shall be reported to Grantee. 5.4 Management of Invasive Plants and Invasive Animals. The right, but not the obligation, to control, manage or destroy Invasive Plants and Invasive Animals that threaten the conservation values of the Property. Grantee may exercise this right only with prior written prior consent of Grantor. 5.5 Discretionary Consent. Grantee's consent for activities otherwise prohibited under Paragraph 2 above may be given under the following conditions and circumstances. If, owing to unforeseen or changed circumstances, any of the prohibited activities listed in Paragraph 2 are deemed desirable by both Grantor and Grantee, Grantee may, in its sole discretion, give permission for such activities, subject to the limitations herein. Such requests for permission shall be in writing and shall describe the proposed activity in sufficient detail to allow Grantee to judge the consistency of the proposed activity with the purpose of this Conservation Easement. Grantee may give its permission only if it determines, in its sole discretion, that such activities (i) do not violate the purpose of this Conservation Easement and (ii) either enhance or do not impair any significant conservation interests associated with the Property. Notwithstanding the foregoing, Grantee and Grantor have no right or power to agree to any activities that would result in the termination of this Conservation Easement. 6. RESPONSIBILITIES OF GRANTOR AND GRANTEE NOT AFFECTED. Other than as specified herein, this Conservation Easement is not intended to impose any legal or other responsibility on Grantor, or in any way to affect any existing obligation of Grantor as owners of the Property. Among other things, this shall apply to: (i) Taxes. Grantor shall be solely responsible for payment of all taxes and assessments levied against the Property. (H) Upkeep and Maintenance. Grantor shall be solely responsible for the upkeep and maintenance of the Property, to the extent it may be required by law. Grantee shall have no obligation for the upkeep or maintenance of the Property. 7. ACCESS. No right of access by the general public to any portion of the Property is conveyed by this Conservation Easement. 25 8. ENFORCEMENT. if Grantee becomes aware of a violation of the terms of this Conservation Easement, Grantee shall give notice to Grantor of such violation and request corrective action sufficient to abate such violation and restore the Property to its previous condition at the time of this grant. Grantor agrees that the Baseline Report, also known as a Baseline Documentation Report, shall be deemed to provide objective information concerning the Property's condition at the time of this grant. Failure by Grantor to abate the violation and take such other corrective action as may be requested by Grantee within thirty (30) days after receipt of such notice shall entitle Grantee to bring an action at law or equity in a court of competent jurisdiction to enforce the terms of this Conservation Easement; to require the restoration of the Property to its previous condition; to enjoin the non-compliance by ex vane temporary or permanent injunction in a court of competent jurisdiction; and/or to recover any damages arising from the noncompliance. Such damages, when recovered, may be applied by Grantee, in its sole discretion, to corrective action on the Property. If the court determines that Grantor has failed to comply with this Conservation Easement, Grantor shall reimburse Grantee for any reasonable costs of enforcement, including costs of restoration, court costs and reasonable attorney's fees, in addition to any other payments ordered by such court. 8.1 Emereencv Enforcement. IF Grantee, in its sole reasonable discretion, 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 paragraph without prior notice to Grantor or without waiting for the period for cure to expire. 8.2 Failure to Act or Delay. Grantee does not waive or forfeit the right to take action as may be necessary to ensure compliance with this Conservation Easement by any prior failure to act and Grantor hereby waives any defenses of waiver, estoppel or laches with respect to any failure to act or delay by Grantee, its successors or assigns, in acting to enforce any restriction or exercise any rights under this Conservation Easement. 8.3 Violations Due to Causes Beyond Grantor's Control (Force Maieurel. Nothing herein shall be construed to entitle Grantee to institute any enforcement proceedings against Grantor for any changes to the Property due to causes beyond Grantor's control or other event of force majeure, such as changes caused by fire, flood, storm, earthquake, lightning, wind or the unauthorized wrongful acts of third persons. In the event of violations of this Conservation Easement caused by the unauthorized wrongful acts of third persons, Grantor agrees, upon request by Grantee, to assign its right of action to Grantee, to join in any suit, or to appoint Grantee its attorney -in -fact for the purposes of pursuing enforcement action, all at the election of Grantee. Grantee shall be solely responsible for any costs associated with any actions, initiated by Grantee, to remedy violations of this Conservation Easement by unauthorized wrongful acts of third persons. 8.4 Standina. By virtue of Grantee's acquisition of rights under this Conservation Easement, it shall be entitled, at its option, to standing before appropriate courts 26 of law to pursue remedies or other matters which are necessary or incidental to the protection of the Property which is subject to this Conservation Easement, provided Grantee shall provide prior written notice to Grantor prior to initiating or otherwise joining in any actions to pursue remedies or other matters which are necessary or incidental to the protection of the Property which is subject to this Conservation Easement, 9. TRANSFER OF CONSERVATION EASEMENT. The parties recognize and agree that the benefits of this Conservation Easement are in gross and assignable. Grantee shall have the right to transfer or assign this Conservation Easement to an organization that at the time of transfer, is a "qualified organization" under Section 170(h) of the U.S. Internal Revenue Code, and the organization expressly agrees to assume the responsibility imposed on Grantee by this Conservation Easement. If Grantee ever ceases to exist or no longer qualifies under Sec. 170(h) or applicable state law, a court with jurisdiction shall transfer this Conservation Easement to another qualified organization having similar purposes that agrees to assume the responsibility. 10. TRANSFER OF PROPERTY. Any time the Property, or any interest therein, is transferred by Grantor to any third party, Grantor shall notify Grantee of the proposed transfer of the Property, and provide Grantee with the document of conveyance which shall expressly refer to this Conservation Easement. 11. AMENDMENT OF CONSERVATION EASEMENT. This Conservation Easement may be amended only with the written consent of Grantee and the party then owning the fee interest in the Property, or portion thereof, which is the subject of or affected by the amendment or modification (the "current owner"). Any such amendment shall be consistent with the purposes of this Conservation Easement and shall comply with § 170(h) of the IRC, or any regulations promulgated in accordance with that section. Any such amendment shall also be consistent with the Virginia Conservation Easement Act, VA Code Arm. § 10.1-1009 el seq., or any regulations promulgated pursuant to that law. Grantee and the current owner have no right or power to agree to any amendment that would (i) affect the enforceability or perpetual duration of this Conservation Easement, (ii) result in the termination or extinguishment of this Conservation Easement, or (iii) permit any residential, commercial, or industrial structures or uses on the Property that are expressly prohibited under the original terms of this Conservation Easement. 12, TERMINATION OF CONSERVATION EASEMENT. Grantor hereby agrees that at the time of the conveyance of this Conservation Easement to Grantee, this Conservation Easement gives rise to a real property right, immediately vested in Grantee, with a fair market value of the Conservation Easement as of the date of the conveyance that is at least equal to the proportionate value that this Conservation Easement at the time of the conveyance bears to the fair market value of the Property as a whole at that time. That proportionate value of Grantee's property rights shall remain constant. When a change in conditions takes place which makes impossible or impractical any continued protection of the Property for conservation purposes, and the restrictions 27 contained herein are extinguished by judicial proceeding, Grantee, upon a subsequent sale, exchange or involuntary conversion of the Property, shall be entitled to a portion of the proceeds at least equal to that proportionate value of the Conservation Easement (minus any amount attributable to new improvements allowed under this Conservation Easement made as of the date of the sale, exchange or conversion, which amount shall be reserved to Grantor). Grantee shall use its share of the proceeds in a manner consistent with the conservation purposes set forth herein or for the protection of a "relatively natural habitat of fish, wildlife, or plants or similar ecosystem," as that phrase is used in and defined under P.L. 96-541, 26 USC 170(h)(4)(A)(ii), as amended and in regulations promulgated thereunder. 13. EMINENT DOMAIN. Whenever all or part of the Property is taken in exercise of eminent domain by public, corporate, or other authority so as to abrogate the restrictions imposed by this Conservation 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, which proceeds shall be divided in accordance with the proportionate value of Grantee's and Grantor's interests, and Grantee's proceeds shall be used as specified above. All expenses incurred by Grantor and Grantee in such action shall be paid out of the recovered proceeds. 14. INTERPRETATION. This Conservation Easement shall be interpreted under the laws of Virginia, resolving any ambiguities and questions of the validity of specific provisions so as to give maximum effect to its conservation purposes. Grantor and Grantee acknowledge that this Conservation Easement is governed in its entirety by a covenant of good faith and fair dealing (including the giving of reasonable notice) and each undertakes to the other that in the exercise of its rights and the performance of its duties hereunder it will to adhere to such covenant. To the extent Grantee must consent to any action by Grantor hereunder, such consent will not be withheld unreasonably, provided that Grantee's "reasonableness" shall be evaluated in the context of the overarching requirement that any uses of and acts on the Property must be consistent with the purposes of this Easement. 15. INDEMNIFICATION. Each Grantor, for so long as it is the fee owner of the Property and thereafter its successors or assigns as the case may be, and Grantee, for so long as it holds this Conservation Easement and thereafter it successors and assigns, agrees to hold harmless, defend and indemnify the other party from any and all liabilities including, but not limited to, injury, losses, damages, judgments, costs, expenses and fees that the indemnified parry may suffer or incur but for the activities or actions of the other party on the Property that causes injury to a person(s) or damage to property. 16. TITLE. Grantor covenants and represents that Grantor is the sole owner and is seized of the Property in fee simple and has good right to grant and convey this Conservation Easement; that the Property is free and clear of any and all encumbrances, including but not limited to, any deeds of tout or mortgages not subordinated to this Conservation Easement, and that Grantee shall have the use of and enjoy all of the benefits derived from and arising out of this Conservation Easement. 28 17. NOTICES. Any notices required by this Conservation Easement shall be in writing and shall be personally delivered or sent by first class mail, to Grantor and Grantee, respectively, at the following addresses, unless a party has been notified by the other of a change of address. To Grantor: To Grantee: Hardware River Land Trust Legal Department Let It Go, LLC The Nature Conservancy The Nameless One, LLC 490 Westfield Road C. Wesley Reynolds Charlottesville, VA 22901 26 Teatown Road Fax: 434-817-9381 Croton -on -Hudson New York, NY 10520 Fax: 914 271-9517 With a copy to: Wrih a co to: ams Mullen, PC The Nature Conservancy John Russell / Philip Goodpasture Virginia Field Office 321 East Main Street, Suite 400 490 Westfield Road Charlottesville, Virginia 22902 Charlottesville, VA 22901 Fax: (434) 817-0977 Fax: 434-979-0370 18. ENVIRONMENTAL CONDITION. Grantor warrants that they have no actual knowledge of a release or threatened release of hazardous substances or wastes on the Property. 19. SEVERABILITY. If any provision of this Conservation Easement is found to be invalid, the remaining provisions shall not be altered thereby. 20. PARTIES. Every provision of this Conservation Easement that applies to Grantor or Grantee shall also apply to their respective heirs, executors, administrators, assigns, and all other successors as their interest may appear. Whenever used herein, "Grantor" shall include Grantor and its successors and assigns, and "Grantee" shall include Grantee and its successors and assigns. A party's rights and obligations under this Conservation Easement as to any given portion of the Property (a "Portion") shall terminate upon transfer of the patty's interest in the Conservation Easement applicable to any such Portion or upon the party's transfer of its interest in the portion of the Property making up such Portion, each as applicable, except that liability for acts or omissions occurring prior to transfer shall survive transfer. 21. RE-RECORDING. In order to ensure the perpetual enforceability of the Conservation Easement, Grantee is authorized to re-record this instrument or any other appropriate notice or instrument. 22. MERGER. The parties agree that the terms of this Conservation Easement shall survive any merger of the fee and easement interest in the Property. 29 23. SUBSEQUENT LIENS ON PROPERTY. No provisions of this Conservation Easement should be construed as impairing the ability of Grantor to use this Property as collateral for subsequent borrowing, provided that any mortgage or lien arising from such a borrowing would be subordinate to this Conservation Easement. 24. ACCEPTANCE & EFFECTIVE DATE. As attested by the signature of the authorized representative of The Nature Conservancy affixed hereto, Grantee hereby accepts without reservation the rights and responsibilities conveyed by this Conservation Easement. This Conservation Easement is to be effective the date recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia. Grantee makes no express or implied warranties regarding whether any tax benefits will be available to Grantor from donation of this Conservation Easement, nor whether any such tax benefits might be transferable, nor whether there will be any market for any tax benefits which might be transferable. TO HAVE AND TO HOLD, this Grant of Conservation Easement unto Grantee, its successors and assigns, forever. 30 IN WITNESS WHEREOF, Grantor and Grantee, intending to legally bind themselves, have set their hands and seals on the date first written above. GRANTOR: THE HARD1 RIVE AN T: By: �. J m E. ussell, Trustee under a 1 t agreement June 28, 1998 LET IT GO: LET IT GO, LLC, a Virginia limited liabilityan By: _ 8j4LV John . Russell, Special Manager IJAWE O• I. �Cn ' N A+u f11 0�1[ ILGt ELM a Virginia limited liability co y By: c. John - Russell, Special Manager GRANTEE: THE. NATURE CONSERVANCY a Dis"Chwl� non-profit corporation By:= E uyler Its: Piedmont Program Director 31 COMMONWEALTH OF VIRGINIA COUNTY OF ALBEMARLE The foregoing instrument was acknowledged before me this 19' day of December, 2006, by John E. Russell, Trustee of the Hardware River Land Trust under a trust agreement June 28, 1998. NOTARY PUBLIC My commission expires: I-31-2cry 77 COMMONWEALTH OF VIRGINIA COUNTY OF ALBEMARLE The foregoing instrument was acknowledged before me on the 19N day of December, 2006, by John E. Russell, special manager of Let It Go, LLC, a Virginia limited liability company, on behalf of said company. OTARY PUBLIC My commission expires: 1=31 COMMONWEALTH OF VIRGINIA COUNTY OF ALBEMARLE The foregoing instrument was acknowledged before me on the 19th day of December, 2006, by John E. Russell, special manager of The Nameless One, LLC, a Virginia limited liability company, on behalf of said company. NOTARY PUBLIC My commission expires: i ."21--An1`7 iq COMMONWEALTH OF VIRGINIA COUNTY OF ALBEMARLE The foregoing instrument was acknowledged before me on the 19' day of December, 2006, by Charles R. Schuyler, who is Director of the Piedmont Program of THE NATURE CONSERVANCY, a District of Columbia non-profit corporation, on behalf of said corporation. My commission expires: I'�t=dnrll EXHIBITS (placed on separate page) Exhibit A — Legal Description of the Hardware River Tracts Exhibit B — Legal Description of the Jefferson Mill Tracts Exhibit C — Legal Description of the Last Resort Farm Property Exhibit D — Map depicting various spatial concepts of Conservation Easement UUon recordation Please return to Williams Mullen. PC John Russell W, 321 East Main Street Suite 400 Charlotle"91—c Viminia22902 LN EXHIBIT A Legal Description of the Hardware River Tracts All those certain lots or parcels of land together with appurtenances thereunto, lying and being situate in the Scottsville Magisterial District of Albemarle County, Virginia, containing in the aggregate 20.301 acres, more or less, and more particularly designated as Lots One, Two and Three, on a pat of survey made by J.R. Nicely, C.L.S, recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia, in Deed Book 640, page 481. BEING the same property conveyed to James F Treakle, Jr., and Phillip H Goodpasture, Trustees of The Hardware River Land Trust u/a dated June 28, 1999, by deed of William Thomas Muncaster, Jr., and Gloria Schwartz Muncester, dated June 29, 1999, recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia, in Deed. Book 1840, Page 294. EXHIBIT B Legal Description of the Jefferson Mill Tracts PARCEL 1: All that certain tract or parcel of land situated on the northerly side of State Route 618 in Albemarle County, Virginia, containing 16.476 acres, more or less, as shown on plat of W. Moths Foster, dated April 26, 1974, recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia in Deed Book 566, pagel37. PARCEL II: All that certain tract or parcel of land containing 50.179 acres, more or less, lying and being on the Hardware River in the Scottsville Magisterial District of Albemarle County, Virginia, about three miles northeast of the Town of Scottsville, Virginia, on Virginia Route 618, shown and described on a plat of John C. Mache, Certified Lane Surveyor, dated January 21, 1971, attached to a Certificate of James L. Camp, III, recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia in Deed Book 505, page 374. BEING the same property conveyed to Let It Go, LLC, a Virginia limited liability company, by Deed from Let It Be, LLC a Virginia limited liability company, dated April 20, 2006, recorded May 18, 2006, in the Clerk's Office of the County of Albemarle, Virginia, in Deed Book 3212, age 656. EXHIBIT C Legal Description of the Last Resort Farm Property All that certain tract or parcel of land, with improvements thereon and appurtenances thereto belonging, situated in the Scottsville Magisterial District of Albemarle County, Virginia, bounded by the Hardware River on its northeasterly side and by State Route 618 (formerly known as Woodridge Road) on its southeasterly side, containing 120.88 acres, more or less, and being more particularly described in a plat by Old Albemarle Surveying, LLC, dated November 30, 2006, and recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia, in Deed BooU.,Wpage 49, said property shown as Tax Map 123, parcel 17A. The property conveyed herein is the same property conveyed to The Nameless One, LLC, by deed from Raymond H. Reiss, III, and Susan R. McGaulley, Co - Trustees of the Doris Mullen Reiss Trust dated February 13, 2003, as amended and restated on July 15, 2005, and Raymond H. Reiss, Ill, and Susan R McGaulley, Co -Trustees of the Raymond Henry Reiss Jr. Trust dated February 13, 2003, as amended and restated on July 15, 2005, and recorded together with the aforesaid plat in the Clerk's Office of the Circuit Court of Albemarle County, Virginia in Deed Book 354o , page467.