U.S. DEPARTMENT OF AGRICULTURE CCC-1255

NATURAL RESOURCES CONSERVATION SERVICE 6-25-00 OMB No. 0578-0013

> **Grassland Reserve Program**
>
> **Conservation Easement Deed**

This Conservation Easement Deed ("Deed"), made this \_\_\_\_\_\_\_\_ day
of \_\_\_\_\_\_, 20\_\_, between \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, and its
successors, heirs and assigns, (hereinafter "Grantor") and the UNITED
STATES OF AMERICA, and its assigns, (hereinafter "Grantee" or "United
States"). Grantor and the United States are jointly referred to as the
\"Parties.\" The acquiring agency of the United States is the Natural
Resources Conservation Service of the United States Department of
Agriculture ("NRCS").

I. [Recitals and Conservation Purposes]{.underline}

A. Grantor owns the property (\"Property\") located in \_\_\_\_\_\_
(County) of (State) and legally described in Exhibit A attached hereto
and made part of this Deed.

B. The grassland and other natural characteristics of the Property (also
referred to herein as "conservation values") as well as its state of
improvement, are described in a Baseline Inventory Report ("Report")
prepared by Grantee with the cooperation of Grantor and attached hereto
at Exhibit B. The Report describes the condition of the Property as of
the date of this Deed. The Report may be used by Grantee to assure that
any future changes in the use of the Property are consistent with the
terms of this Deed. However, this Report is not intended to preclude the
use of other evidence to establish the condition of the Property at the
time this Deed is executed if there is controversy over the Property's
use.

C. Grantor intends that the grassland and other conservation values of
the Property be preserved and maintained. To effectuate this
conservation purpose, Grantor intends to convey to Grantee the right to
preserve and protect the grassland and other conservation values of the
Property.

D. Acquisition of this Deed is authorized by the Grassland Reserve
Program ("GRP") authorized by sections 1238N through 1238Q of Title XII
of the Food Security Act of 1985, as amended. The easement rights in the
above-described lands are being acquired for administration by the
Secretary of Agriculture through the Natural Resources Conservation
Service of the United States Department of Agriculture for the purposes
of restoring and protecting grassland acreage, including rangeland,
pasture land, and other lands, and for protecting the conservation
values, including wildlife habitat and water quality improvement.

NOW THEREFORE, in consideration of the sum of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Dollars(\$\_\_\_\_\_\_\_\_\_),
Grantor hereby grants and conveys with general warranty of title to the
United States and its assigns an easement in the Property, including
development rights and access to the Property, as defined herein. It is
the intent of Grantor to convey and relinquish all development rights to
Grantee for the purpose of protecting the conservation values identified
herein. This Deed shall constitute a servitude upon the Property so
encumbered, shall run with the land and shall bind Grantor, its heirs,
successors, assigns, lessees, and any other person claiming under them.

Subject, however, to any valid rights of record.

The term of this easement is \[perpetual\] or \[[\_]{.underline} years\]
expiring on [\_\_\_\_]{.underline}20 .

II\. [Purposes]{.underline}

It is the primary purpose of this Deed to retain the Property in
grassland by conserving and restoring native and desired non-native
grasses, forbs and shrubs and the preservation and protection of natural
habitat, wildlife habitat, biodiversity, and other conservation values
referenced in this Deed and the Report. Grazing shall be permitted
consistent with these conservation purposes.

III\. [Permitted, Prohibited, Restricted and Reserved
Activities]{.underline}

A. [Grassland Uses of the Property]{.underline}. Grantor reserves the
right to graze, hay, hay for seed production, and mow. Grantor shall not
hay or mow during the nesting and brood-rearing seasons for birds whose
populations Grantee determines are in decline. Such determinations shall
be made in writing to the Grantor, or set forth within the Conservation
Plan on the Property (see paragraph IV. A.). In addition, Grantor may
maintain existing water facilities for livestock in their current
location as identified in the Report. Grantor may construct or place on
the Property new watering facilities for livestock with prior written
approval of Grantee.

B. [Quiet Enjoyment]{.underline}. In addition, Grantor reserves for
itself and its invitees the right of quiet enjoyment and the right to
convey or lease the Property and restrict public access.

C. [Prohibited Acts]{.underline}. Grantor shall not perform, nor
knowingly allow others to perform, any act, including those prohibited
or restricted herein, that is inconsistent with the purposes of this
conservation easement.

D. [Crop Cultivation]{.underline}. Except for grassland uses permitted
in paragraph III. A., the cultivation of crops for human or domestic
animal consumption, including fruit trees, vineyards, or any other
agricultural commodity that requires breaking the soil surface, is
prohibited.

E. [Topography]{.underline}. Altering the existing topography of the
Property by digging, plowing, or otherwise disturbing the surface is
prohibited, except when required, as determined in advance and in
writing by Grantee, to manage the grassland uses references in paragraph
III. A.

F. [Waste]{.underline}. Dumping, collecting, recycling or storing of
trash, refuse, waste, sewage, or other debris is prohibited, except that
animal waste may be used on the Property as fertilizer as long as such
use is approved in advance and in writing by Grantee.

G. [Mining]{.underline}. The exploration, development, mining, or
extraction of soil, sand, gravel, mineral, oil, gas or any other
hydrocarbon substance on the surface of the Property is prohibited.
However, mineral extraction may be conducted by other than surface
mining methods if it does not impact the surface of the Property and the
extraction will not impair the conservation values of the Property. Any
extraction permitted pursuant to this paragraph requires prior written
notice to Grantee, which shall include a description of the areas within
which extraction will occur and its anticipated impact. Exploration,
development, mining or extraction that may result in subsidence, run
off, or other surface effects on the Property is prohibited. In
addition, no part of the Property will be used for the storage or
processing of minerals, oil, or gas.

H. [Construction of Buildings or Other Structures]{.underline}.
Construction of buildings or other structures on the Property is
prohibited. However, repair and maintenance of existing structures, as
identified in the Report, are permitted at the same location and within
the existing footprint of such structures. In addition, repair or
replacement of existing corrals, windmills, barns or other livestock
facilities, as identified in the Report, are permitted at the same
location and within the existing footprint.

I. [Timber Harvesting]{.underline}. Trees may be cut to control insects
and disease, prevent personal injury and property damage, obtain
firewood for personal use, construct fences as permitted herein, and,
with advance written permission of Grantee, maintain grasslands. Any
commercial harvesting shall be conducted in accordance with a forest
management plan as set forth in paragraph IV. C. herein.

J. [Fences]{.underline}. Existing fences may be repaired or replaced and
new fences may be built on the Property for the purposes of managing
livestock in a manner that is customary in the region where the Property
is located and consistent with the purposes of this Deed set forth at
part II. Fences that restrict the movement of wildlife, as determined by
Grantee, are prohibited.

K. [Roads and Impervious Surfaces]{.underline}. No portion of the
Property shall be paved or otherwise covered with concrete, asphalt, or
any other impervious paving material, nor shall any road for access or
other purposes be constructed. Existing roads may be maintained in their
location and within their existing footprint as identified in the
Report. However, maintenance and repair of existing roads shall not be
construed to permit the paving of any existing road not already paved or
otherwise covered in an impervious material.

L. [Recreational Uses]{.underline}. Undeveloped, passive, non-motorized
recreational uses, such as hiking, camping, bird watching and hunting,
are permitted as long as such uses are, as determined by Grantee,
limited in scope and do not impair the conservation values of this Deed.

M. [Development Rights]{.underline}. The Property shall not be developed
except as expressly permitted by this Deed. Subject to valid existing
rights of record, all development rights associated with the Property
are vested in Grantee. The Parties agree that these development rights
are terminated and extinguished and may not be used on or transferred
off of the Property to any other property or otherwise used.

N. [Signs]{.underline}. Except for no trespassing signs, for sale signs,
and signs identifying this easement or the owner of the Property, all
other signs, advertisements, and billboards of any nature are
prohibited. The permitted signs may not exceed 15 square feet in size.

O. [Exotic or Biologically Engineered Species]{.underline}. The
introduction, cultivation, or use of exotic, or biologically engineered
plant or animal species is prohibited on the Property without prior
written approval of Grantee.

P. [Subdivision]{.underline}. The Property may be subdivided with prior
written approval by Grantee. The terms of this Deed shall apply to any
subdivided parcels.

Q. [Utilities]{.underline}. Installation, maintenance, repair,
replacement, removal, or relocation of electric, gas, water and wind
power facilities, sewer lines, or other public or private utilities,
including telephone or other communications services over or under the
Property, is prohibited, except to the extent determined by Grantee as
necessary to serve the Property and uses permitted by this Deed.
Notwithstanding the preceding sentence, the construction or installation
of telecommunications structures, including towers, buildings, antennas,
satellite and microwave dishes and any other telecommunications support
facilities, is prohibited on the Property.

R. [Water Rights]{.underline}. Grantor shall retain the right to use the
water rights described in Exhibit A for the present and future use on
the Property and shall not transfer, lease, sell, or otherwise separate
the water rights from the Property.

S. [Restoration]{.underline}. In furthering the conservation purposes of
this Deed, Grantor may restore grasses, forbs, and shrubs on the
Property if approved in advance and in writing by Grantee. In addition,
Grantee shall have the right to enter the Property to undertake, at its
own expense or on a cost-share basis with Grantor or other entity, to
restore, protect, manage, maintain, enhance, and monitor the grassland
and other conservation values of the Property.

IV\. [Affirmative Duties: Planning Requirements]{.underline}

A. [Conservation Plan]{.underline}. Good resource management and land
stewardship is important for present and future generations and for the
protection and enhancement of grasses and other native and natural
vegetation on the Property, and in furtherance of its conservation
values. Grantor agrees to implement a Conservation Plan on the Property.
This Conservation Plan shall be developed in consultation with and
approved by NRCS and shall be updated as needed to reflect any change in
use of the Property. No use shall be provided for in the Conservation
Plan which is inconsistent with the provisions of this Deed.

B. [Pest and Weed Control]{.underline}. Grantor is responsible for
control of noxious weeds and pests.

C. [Forest Management Plan]{.underline}. Commercial harvesting shall be
conducted in accordance with a forest management plan prepared by a
licensed, professional forester, which is approved in advance and in
writing by Grantee, and which does not impair the purposes of this Deed,
including the protection of animal and plant diversity. A copy of this
plan shall be provided to and approved by Grantee at least one month
prior to any timber harvest.

V. [Enforcement and Remedies]{.underline}

A. [Easement Management]{.underline}.

> 1\. Management and enforcement is the responsibility of Grantee.
> Grantee may, in its sole discretion, enter into an agreement with a
> third party to manage and enforce this Deed or to conduct restoration
> activities on the Property.
>
> 2\. Grantee may delegate to another entity all or part of its
> management and enforcement responsibilities under this Deed in
> accordance with 16 U.S.C. 3838q as that statute may be amended from
> time to time.

B. [Enforcement]{.underline}.

> 1\. Grantee has the right to prevent and correct or require correction
> of violations of the terms of this Deed. Grantee or Grantee\'s agents
> may enter the Property at any time to inspect for violations,
> including, but not limited to, assessing compliance with the
> Conservation Plan or other plan described in Section IV above. If
> Grantee finds a violation, Grantee may at its discretion take
> appropriate legal action in law or equity. Upon discovery of a
> violation, Grantee shall notify Grantor in writing of the violation.
> Except when an ongoing or imminent violation could, as determined by
> Grantee, seriously impair the conservation values of the Property,
> Grantee shall give Grantor written notice of the violation and 30 days
> to correct it before filing any legal action.
>
> 2\. If Grantor fails to cure the violation within 30 days after
> receipt of a notice of violation, Grantee may bring an action in court
> to enforce the terms of this Deed, to enjoin the violation, and to
> require restoration of the Property to the condition that existed
> prior to any such injury. Where a court finds that a violation has
> occurred, Grantor shall reimburse Grantee for all its expenses
> incurred in halting and correcting the violation, including but not
> limited to reasonable attorneys\' fees.
>
> 3\. Any delay by Grantee in exercising its rights under this Deed in
> the event of any violation of its terms by Grantor shall not be deemed
> a waiver by Grantee of such rights with respect to that violation.
> Moreover, any failure by Grantee to discover a violation of this Deed
> or forbearance by Grantee in exercising its rights under this Deed in
> the event of any violation of its terms by Grantor shall not be deemed
> a waiver by Grantee of such rights with respect to any subsequent
> violation.

VI\. [General Terms]{.underline}

A. [Access]{.underline}. No public access is conveyed by this Deed.
Grantor maintains the right and obligation to prevent trespass and
control access by the public pursuant to State and Federal law, provided
that Grantee has the right of ingress and egress to the Property over
Grantor\'s property, whether or not Grantor's property is adjacent to or
appurtenant to the Property, for the exercise of Grantee's rights under
this Deed. The authorized representatives of Grantee may utilize
vehicles and other reasonable modes of transportation for access
purposes.

B. [Responsibilities of Grantor and Grantee Not Affected]{.underline}.
Other than as specified herein, this Deed is not intended to impose any
legal or other responsibility on Grantee or in any way affect any
existing obligations of Grantor as the owner of the Property. For
example:

> 1\. [Taxes.]{.underline} Grantor shall continue to be solely
> responsible for payment of all taxes and assessments levied against
> the Property.
>
> 2\. [Upkeep and Maintenance]{.underline}. Grantor shall continue to be
> solely responsible for the upkeep and maintenance of the Property.

C. [Rights Acquired]{.underline}. The property rights of the United
States acquired under this Deed shall be unaffected by any subsequent
amendments to or repeal of the Grassland Reserve Program. If Grantor
receives consideration for this easement in installments, the Parties
agree that the conveyance of this easement shall be effective upon
payment of the first installment.

D. [Subsequent Conveyances]{.underline}. Grantor agrees to notify
Grantee in writing of the names and addresses of any party to whom the
Property is to be transferred at or prior to the time the transfer is
consummated. Grantor and its successors and assigns shall specifically
refer to this Deed in any subsequent lease, deed, or other instrument by
which any interest in the Property is conveyed.

E. [Subsequent Liens]{.underline}. No provisions of this Deed should be
construed as impairing the ability of Grantor to use this Property as
collateral for a loan, provided that any mortgage or lien associated
with the loan is subject to or subordinated to this Deed.

F. [Severability]{.underline}. If any provision of this Deed is found to
be invalid, the remainder of its provisions shall remain in force.

G. [Rules of Construction]{.underline}. This Deed shall be interpreted
under the laws of the United States. Any ambiguities in this Deed and
questions as to the validity of any of its specific provisions shall be
resolved in favor of Grantee so as to preserve the conservation values
of the Property and to give maximum effect to the purposes of this Deed.

H. [Environmental Warranty]{.underline}. Grantor warrants that it has no
actual knowledge of any release or threatened release of hazardous
substances, hazardous wastes, toxic or hazardous material, pollutants,
or contaminants on the Property, as such substances, wastes, and
materials are defined by applicable Federal, State, and local
Environmental Laws. For purposes of this Deed, the term "Environmental
Laws" shall mean all Federal, state, and local laws, including statutes,
regulations, ordinances, codes, rules, and other governmental
restrictions and requirements relating to hazardous substances,
hazardous waste, toxic or hazardous material, pollutants or
contaminants, including but not limited to the Comprehensive
Environmental Response, Compensation, and Liability Act, 42 U.S.C. §
9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §
6901 et seq.; and the Clean Water Act, 33 U.S.C. § 1251 et seq. Grantee,
in purchasing the Conservation Easement and related interests described
herein, assumes no affirmative obligations whatsoever for the
management, supervision, or control of the Property or of any of the
activities or day-to-day operations on the Property. Grantor shall be
exclusively responsible to pay for or to perform all claims, costs,
expenses, fines, penalties, fees, sanctions, investigations, cleanup,
restoration, or response or corrective action under applicable
Environmental Laws arising from or out of any such release or threatened
release of hazardous substances, hazardous wastes, toxic or hazardous
material, pollutants, or contaminants on the Property.

I. [Indemnification]{.underline}. Grantor shall indemnify and hold
harmless Grantee, its employees, agents, assigns, and successors for any
and all liabilities, claims, demands, losses, expenses, damages, fines,
fees, penalties, suits, proceedings, actions and costs of actions,
sanctions asserted by or on behalf of any person or governmental
authority, and other liabilities (whether legal or equitable in nature
and including, without limitation, court costs and reasonable attorneys'
fees and attorneys' fees on appeal) to which Grantee may be subject or
incur relating to the Property, including but not limited to negligent
acts, the breach by Grantor of any representation, warranty, covenant,
or agreements contained in this Deed, violations of any Federal, State,
or local laws, including all Environmental Laws, and liability
associated with the use or misuse, handling or mishandling, storage,
spillage, discharge, seepage into surface or ground water, or release or
threatened release of hazardous substances, hazardous wastes, toxic or
hazardous material, pollutants, or contaminants.

J. [Notices]{.underline}. Any notices required by this Deed shall be in
writing and personally delivered or sent by certified mail, return
receipt requested, to Grantor and Grantee.

K. [No Merger]{.underline}. If Grantee at some future time acquires the
underlying fee title in the Property, the interest conveyed by this Deed
will not merge with fee title but will continue to exist and be managed
as a separate estate.

L. [Acceptance]{.underline}. The signature below of Grantee's authorized
representative constitutes acceptance of the rights and responsibilities
conveyed by this Deed to the United States.

M. [Captions]{.underline}. The captions used in this Deed have been
inserted solely for convenience of reference. They are not part of this
Deed and shall have no effect upon its interpretation.

N. [Rights and Obligations]{.underline}. All provisions of this Deed
apply to Grantor or Grantee and their respective agents, heirs,
executors, administrators, assigns, and any other successors.

TO HAVE AND TO HOLD, this Conservation Easement Deed is granted to the
United States of America and assigns. Grantor covenants that it is
vested with good title to the Property and shall warrant and defend the
same on behalf of the United States against all claims and demands.
Grantor covenants to comply with the terms and conditions enumerated in
this Deed governing use of the Property, and adjacent lands for access
to the Property, and to refrain from any activity that is restricted,
prohibited or inconsistent with the purposes of this Conservation
Easement Deed.

Dated this \_\_\_\_\_\_\_\_\_\_\_ day of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_\_\_.

Landowner(s)
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

State of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

County of
[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.underline}

I \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ , being the duly authorized
representative of the United States Department of Agriculture, Natural
Resources Conservation Service, do hereby accept this Conservation
Easement Deed with respect to the rights and duties of the United
States.

Acknowledgment

In the State or Commonwealth of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, County, Borough or
Parish of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, on this
\_\_\_\_\_\_\_\_\_\_\_\_ day of \_\_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_\_,
before me, the undersigned, a Notary Public in and for said
jurisdiction, personally appeared
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ to me known to be the person(s)
described in and who executed the foregoing instrument, and acknowledged
that \_\_\_\_\_\_\_\_\_\_ executed the same as \_\_\_\_\_\_\_\_\_ free
act and deed.

IN TESTIMONY WHEREOF, I have hereunto my hand and Notarial Seal
subscribed and affixed in said jurisdiction, the day and year above
written.

(NOTARIAL SEAL)
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Notary Public

My Commission Expires:

This instrument was drafted by the Office of the General Counsel, U.S.
Department of Agriculture, Washington, D.C. 20250-1400.